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 (a) On the basis of --------------------------------------------- the representations, warranties, agreements and sale covenants herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each of the Purchaser Junior Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $________ 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 and (ii) 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 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 Selling Securityholder 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 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 and issuedSelling Securityholder Securities that the several Underwriters 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 Representatives request upon notice to the CompanyCompany and Selling Securityholder, together with all such other Transaction Documents as may be reasonably specified by Huffrespectively, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and Selling Securityholder, respectively, to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order accounts of the Company ----------- and the Selling Securityholder, respectively. Such delivery of and payment for the Firm Securities and Selling Securityholder Securities shall be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on __________, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ----------------- The Company will make such certificate or certificates for the Firm Securities, and the Selling Securityholder will (or will cause the Custodian to) make such certificate or certificates for the Selling Securityholder Securities, available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

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

Purchase Sale and Delivery of the Securities. The purchase and sale 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 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 18 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 Company and the Subsidiary Guarantors agree to issue and sell to the Initial Closing which shall take place Purchaser, and the Initial Purchaser agrees to purchase from the Company and the Subsidiary Guarantors 50,000 Units at a purchase price of $960.00 per Unit. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as set forth in Jeffxxxxx & Xompany, Inc. requests upon notice to the next succeeding sentence hereof) shall take place Company at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied least 24 hours prior to the consummation Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date. Such delivery of and sale of payment for the Purchaser Junior Securities hereundershall be made at 10:00 a.m., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York time, on April 17, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and place date of delivery against payment being herein referred to as the "Closing Date." The Company has requested that the Closing Date be scheduled to occur five business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make certificates for such Securities available for checking and packaging by the Initial Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take offices of Jeffxxxxx & Xompany, Inc. in New York, New York, or at such other place as Jeffxxxxx & Xompany, Inc. may designate, at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied least 24 hours prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingClosing Date. At each Closing hereunder the Company shall deliver Securities to the Purchaser be represented by one or more certificates representing any capital stock being sold and issueddefinitive global Securities in book-entry form will be deposited on the Closing Date, one by or more executed warrants representing all on behalf of the warrants Company, with The Depository Trust Company (including without limitation "DTC") or its designated custodian. As additional compensation to the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of Initial Purchaser, the Company being sold, all agrees to issue to the Initial Purchaser (in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Purchaser's reasonable approvalClosing Date) at the Closing Date, for no additional consideration, warrants to purchase initially 127,972 shares of Common Stock at an initial exercise price of $.01 per share of Common Stock (the "Additional Warrants"), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order account of the Company and the Selling 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 immediately available fundsNew York, New York of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

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

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the 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 set forth opposite the purchase and sale name of such Underwriter in Schedule 1 hereto. The Firm Securities shall consist of 2,800,000 shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices Common Stock. The number of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required Firm Securities to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At purchased by each Closing hereunder Underwriter from the Company shall deliver be as nearly as practicable in the same proportion to the Purchaser one total number of Firm Securities being sold by the Company as the total number of Firm Securities to be purchased by such Underwriter bears to the total number of Firm Securities to be purchased by the Underwriters hereunder. One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Purchase Funds") to or upon the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000 xx 9:30 A.M., New York City time, on August 22, 1997; or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities and the Option Securities, as the case may be, available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date or the Option Closing Date, as the case may be.

Purchase Sale and Delivery of the Securities. The purchase and sale 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 (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $________ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereofColumn (a), Schedule III hereto and (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 each of the conditions Selling Stockholders agrees to sell to each of the Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Selling Stockholders the number of Firm Securities 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 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 III 11 12 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 the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order respective accounts of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx 9:30 A.M., New York time, on January ___, 1998, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the 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 agree to purchase from the Company, Thirty Thousand (other than 30,000) shares of Series A Stock at $100.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Series A Stock, for no additional consideration, the Purchaser and MAG will receive Warrants to purchase an aggregate number of shares of Exchangeable Preferred at Common Stock, calculated by dividing $1,500,000 by 85% of the Initial Closing which shall take place Ceiling Price, subject to adjustment as set forth in the next succeeding sentence hereofWarrants. The Warrants shall be allocated as set forth on the signature page to this Subscription Agreement. 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 Tuesday, September 14, 2004. On the purchase and sale of the Purchaser Junior Securities hereunderClosing Date, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to (a) certificates in definitive form for the Purchaser one or more certificates representing any capital stock being sold Series A Stock in the names and issuedamounts set forth on the signature page hereto, one or more (b) Warrants, in the names and amounts set forth on the signature page hereto, (c) the Subscription Agreement, Certificate of Designation and Registration Rights Agreement, each duly executed warrants representing all on behalf of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents and (d) the Opinion of Counsel in the form attached hereto as may be reasonably specified EXHIBIT C. On the Closing Date, Purchaser shall deliver (i) 66% of the Purchase Price or $1,980,000 by Huff, xxbject wire transfer of immediately available funds to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject an escrow account mutually acceptable to the Purchaser's reasonable approval)parties, against payment by or and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the Purchaser and MAG. The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the escrow holder shall release (a) to the Company, the sum of $1,671,000, (b) to MAG, the sum of 66% of the purchase price for Due Diligence Fee or $99,000, and the legal fees in the amount of $12,000, and to JP Turner the sum of 00% xx xxs fee or $198,000. 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 $1,020,000 to Company by wire transfer, payable transfer of immediately available funds to or upon an escrow account mutually acceptable to the order parties. The escrow holder shall then release via wire transfer (a) to MAG the balance of the Company Due Diligence fee in immediately available fundsthe amount of $51,000, (c) to JP Turner the balance xx xxx xee or $102,000, and (c) to the Company, the balance of the Purchase Price totaling $867,000.

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

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

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

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

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of covenants herein contained and subject to the Purchaser Junior Securities (other than terms and conditions herein set forth, the purchase Companies agree to issue and sale of shares of Exchangeable Preferred at sell to the Initial Closing which shall take place Purchaser, and the Initial Purchaser and the Companies agree to restructure the Chase Debt such that the Chase Debt will be evidenced by the Notes. As consideration for acting 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 placement agent with respect to the consummation of Notes and for restructuring the purchase and sale of Chase Debt, 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 Companies agree upon in writing. The purchase and sale of Exchangeable Preferred at to pay the Initial Purchaser on the Closing shall take place at the aforesaid offices simultaneously with the execution and delivery Date a fee 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$3,850,000.00. 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 Companies at least 48 hours prior to the Purchaser's reasonable approval)Closing Date (as defined) shall be delivered by or on behalf of the Companies, against payment by or on behalf of the Purchaser Initial Purchaser, of the purchase price therefor by wire transfer of immediately available funds to the account of the Companies previously designated by it in writing or as the Companies otherwise direct. 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 10:00 A.M., New York time, on August 21, 1998, or at such date as the Initial Purchaser Junior Securities and the Companies may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Companies will make such certificate or ------------ certificates for the Notes and the related Guarantees available for checking and packaging by wire transferthe Initial Purchaser at the offices in New York, payable New York of CIBC Xxxxxxxxxxx Corp. at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

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

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

Purchase Sale and Delivery of the Securities. The purchase and sale (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 the Initial Closing which shall take place as conditions herein set forth at a purchase price of $______ per share, (A) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Securities set forth opposite the name of such Underwriter in column (1) of Schedule [___] hereto, and (B) each Selling Stockholder, severally and not jointly, agrees to sell to each of the next succeeding sentence hereof) shall take place at Underwriters, and the offices Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders the total number of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two Shares set forth opposite the name of such Underwriter in column (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 [____] 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 the Custodian to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order account of the Company or the Custodian, as the case may be. 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 [__________], 1997, or at such other place, time or date as the Representatives, the Company and the Custodian 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 immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers and the Initial Purchasers agree to purchase from the Company, at a purchase price of 97.0% of the aggregate principal amount thereof (other than the purchase and sale of shares of Exchangeable Preferred “Purchase Price”), plus accrued interest, if any, from June 8, 2005 to the Closing Date, the Firm Securities. Each Security will be convertible at the Initial Closing which shall take place as option of the holder into the Underlying Securities at the conversion price set forth in the next succeeding sentence hereof) Securities (the “Conversion Price”), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the consummation accounts of the purchase Initial Purchasers, and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously deposited with the execution and delivery of this Agreement subject to satisfaction of Trustee as custodian for DTC on the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)Date, against payment by or on behalf of the Purchaser of Initial Purchasers to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the Nasdaq National Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

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

Purchase Sale and Delivery of the Securities. (a) The purchase Firm Securities. You have advised the Company that you have made and sale will make an offering of the Purchaser Junior Firm Securities (other than purchased by you hereunder on the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as terms to be set forth in the next succeeding sentence hereofFinal Circular and in this Agreement, as soon after this Agreement is entered into as in your judgment is advisable. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Company $200,000,000 aggregate principal amount of Firm Securities set forth opposite their respective names on Schedule A attached hereto at a purchase price of 97.0%of the principal amount thereof (the "Purchase Price") plus accrued interest if any, from February 15, 2000 to the date of payment and delivery. Delivery of definitive notes for the Firm Securities to be purchased by the Initial Purchasers and payment therefor shall take place be made by the Company and the Initial Purchasers at the offices of Proskauer Rose LLPTestx, 1585 XxxxxxxxXxrwxxx & Xhibxxxxx, Xxx XxxxXXP (or at such other place as may be agreed upon among the Initial Purchasers and the Company), Xxx Xxxx 00000at 10:00 A.M., xxthin two Boston time, (2i) on the third (3rd) full business days day following the satisfaction of the conditions set forth in first day that Securities are traded, (ii) if this Agreement required to be satisfied prior to is executed and delivered after 4:30 p.m., Boston time, the consummation of fourth (4th) full business day following the purchase day that this Agreement is executed and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, delivered or (iii) at such other time and place date not later than seven (7) full business days following the first day that Securities are traded as the Company Initial Purchasers and the Purchaser mutually agree upon Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 8 hereof), such time and date of payment and delivery being herein called the "First Closing Date"; provided, however, that if the Company has not made available to the Initial Purchasers copies of the Final Circular within the time provided in writingSection 2(e) hereof, the Initial Purchasers may, in their sole discretion, postpone the First Closing Date until no later that two (2) full business days following delivery of copies of the Final Circular to the Initial Purchasers. The purchase and sale of Exchangeable Preferred at notes (including one or more global certificates), if any, for the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required Firm Securities to be satisfied so delivered will be made available to FleetBoston Robexxxxx Xxxpxxxx Xxx. at such office or at such other location including, without limitation, in New York City, as FleetBoston Robexxxxx Xxxpxxxx Xxx. may reasonably request for checking at least one (1) full business day prior to the consummation First Closing Date and will be in such names and denominations as FleetBoston Robexxxxx Xxxpxxxx Xxx. may request, such request to be made at least two (2) full business days prior to the First Closing Date. To the extent that the Initial Purchasers so elect, delivery of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver Firm Securities held in global notes may be made by credit through full fast transfer to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of accounts at The Depository Trust Company ("DTC") designated by the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsInitial Purchasers.

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

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

Purchase Sale and Delivery of the Securities. The purchase and sale 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 (a) On the basis of --------------------------------------------- the representations, warranties, agreements and sale 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 Purchaser Junior 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 Column (a) of Schedule I hereto and (B) 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 Stockholder agrees to sell to each of the conditions 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 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 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 and the Selling Stockholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price 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 Stockholder. Such delivery of and payment for the Firm Securities shall be made at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, 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, the Company and the Selling Stockholder 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 Stockholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

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

Purchase Sale and Delivery of the Securities. The purchase 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 issue and sell to the Initial Purchasers and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company, at a purchase price of 97% of the aggregate principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from March 18, 2005 to the Closing Date, all the principal amount of Firm Securities (other than set forth opposite the purchase and sale name of shares of Exchangeable Preferred such Initial Purchasers in Schedule I hereto. Each Security will be convertible at the Initial Closing which shall take place as option of the holder into the Underlying Securities at the conversion price set forth in the next succeeding sentence hereof) Securities (the “Conversion Price”), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the consummation accounts of the purchase and sale such of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place its participants as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing Purchasers 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 issuedrequest, 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 Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Purchaser of Initial Purchasers to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

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

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

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

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser Junior Securities and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 96.75% of the aggregate principal amount thereof (other than the purchase and sale of shares of Exchangeable Preferred “Purchase Price”), plus accrued interest, if any, from March 3, 2004 to the Closing Date, the Firm Securities. Each Security will be convertible at the Initial Closing which shall take place as option of the holder into the Underlying Securities at the conversion price set forth in the next succeeding sentence hereof) Securities (the “Conversion Price”), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the consummation account of the purchase Initial Purchaser and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously deposited with the execution and delivery of this Agreement subject to satisfaction of Trustee as custodian for DTC on the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)Date, against payment by or on behalf of the Initial Purchaser of to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Dxxxx Xxxx & 11 Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Initial Purchaser and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

Purchase Sale and Delivery of the Securities. The purchase and sale (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 several Initial Purchasers and each Initial Purchaser Junior agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.0% of the aggregate principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from April 21, 2004 to the Closing Date, the principal amount of Firm Securities (other than set forth opposite the purchase and sale name of shares of Exchangeable Preferred such Initial Purchaser in Schedule I hereto. Each Security will be convertible at the Initial Closing which shall take place option of the holder into a combination of cash and Underlying Securities as set forth provided in the next succeeding sentence hereof) Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of the Depository Trust Company (“DTC”), Cede & Co., credited to the consummation accounts of the purchase and sale such of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place its participants as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing Representative 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 issuedrequest, 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 Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Purchaser of Initial Purchasers to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the Nasdaq National Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of covenants herein contained and subject to the Purchaser Junior Securities (other than terms and conditions herein set forth, the purchase Company agrees to issue and sale of shares of Exchangeable Preferred at sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company in the respective amounts of Securities set forth in the next succeeding sentence hereof) shall take place opposite its name on Schedule 3 hereto at the offices 97.0% ---------- of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval Company at least thirty-six (in form and substance reasonably specified by Huff, xxbject 36) hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers on the Closing Date, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price for the Purchaser Junior Securities therefor by wire transfertransfer (same day funds), payable net of the overnight cost of such funds, to such account or upon accounts as the order Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The Securities will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company or its designated custodian. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date shall be the date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering of the Securities. Such delivery of and payment for the Securities shall be made at the offices of Winston & Xxxxxx, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, at 10:00 A.M., Chicago time, on September 18, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The ------------ Company will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchasers at the offices Winston & Xxxxxx of in immediately available fundsChicago, Illinois, or at such other place as BancAmerica Securities, Inc. may designate, at least twenty-four (24) hours prior to the Closing Date. It is understood that each certificate evidencing the Securities shall bear a legend to the following effect, unless the Company and the Trustee determine otherwise consistent with applicable law: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATED SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), TO REQUIRE THAT A TRANSFER NOTICE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. The Company hereby agrees, to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Securities.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit and receive offers to purchase the Securities from the Company upon the terms and conditions set forth herein and in the Prospectus as amended or supplemented from time to time and on any applicable Term Sheet. The Company may appoint any other agent (other than it being understood that “agent” does not include the Company or any of its subsidiaries or any employee thereof) for the purpose of soliciting purchases of Securities on a continuous basis, provided that such prospective agent executes a counterpart of this Agreement or a substantially similar agreement with the Company. Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and sale of shares of Exchangeable Preferred at the Initial Closing which payment in each case therefor shall take place be as set forth in the next succeeding sentence hereofAdministrative Procedures attached hereto as Annex II (the “Administrative Procedures”) shall take place at the offices or in any other procedures of Proskauer Rose LLPsimilar form and substance, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions as may be otherwise set forth in this Agreement required a Terms Agreement, the provisions of the Administrative Procedures shall apply to all transactions contemplated hereunder. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be satisfied prior performed by each of them in the Administrative Procedures. The Company will furnish to the consummation Trustee a copy of the Administrative Procedures as from time to time in effect. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase and sale of the Purchaser Junior Securities hereunderSecurities. As soon as practicable, but in no any event earlier not later than 15 one business days day in New York City, after receipt of written notice from the Company, the Agents will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised the Agents in writing that such solicitation may be resumed. The Company agrees to pay each Agent a commission (which may be in the form of a discount), at the time of settlement of any sale of a Security by the Company as a result of a solicitation made by such Agent, in an amount equal to the following applicable Purchase Notice has been given, percentage of the principal amount of such Security sold (or at such other time and place amount as may be agreed between the Company and the Purchaser mutually agree upon in writingAgent). The purchase and sale Range of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery Maturities Commission (percentage of this Agreement subject aggregate principal amount of Securities sold) From 9 months to satisfaction of the conditions set forth in this Agreement required 24 months .400% From 24 months to be satisfied prior 36 months .625% From 36 months to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver 60 months 1.000% From 60 months 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 120 months 1.500% From 120 months to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject 180 months 2.000% From 180 months to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject 240 months 2.500% From 240 months 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 300 months 2.500% From 300 months to or upon the order of the Company in immediately available funds.360 months 2.500% More than 360 months 3.000%

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 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 $[ ] per share, the respective number of Securities (other than set forth opposite the names of the Underwriters in Schedule 1 hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters against payment of the purchase and sale price by the Underwriters in Federal (same day immediately available) funds by wire transfer to an account specified by the Company to the Representative drawn to the order 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 Lone Pine Resources Inc. at the offices of Proskauer Rose [Xxxxxxx Xxxxxxx & Xxxxxxxx LLP], 1585 Xxxxxxxxat 10 A.M., Xxx XxxxNew York time, Xxx Xxxx 00000on [ ], 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 given2011, or at such other time and or place on the same or such other date as the Company Representative and the Purchaser mutually agree upon in writing. The purchase and sale Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Securities Exchange Act of 1934, as amended (the “Exchange Act”), the First 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 to satisfaction of securities for all the conditions set forth in this Agreement required to be satisfied prior Firm Securities sold pursuant to the consummation offering. The Firm Securities shall be delivered through the facilities of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the The Depository Trust 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“DTC”) 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 therefor. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the U.S. Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Purchaser Junior Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time during the above-mentioned 30-day period and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters against payment of the purchase price therefor in Federal (same day) funds by wire transfer, payable transfer to or upon an account specified by the order Company to the Representative. The Optional Securities shall be delivered through the facilities of DTC against payment of the Company in immediately available fundspurchase price therefor.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as set forth in Company agrees to issue and sell, and the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPSelling Securityholder agrees to sell, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction to each of the conditions set forth in this Agreement required to be satisfied prior to the consummation Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as from the Company and the Purchaser mutually agree upon Selling Securityholder, at a purchase price of $ ___ per share, the number of Firm Securities set forth opposite the name of such Underwriter in writingSchedule I hereto. The purchase Company's Firm Securities shall consist of 2,800,000 shares of Common Stock and sale the Selling Securityholder's Firm Securities shall consist of Exchangeable Preferred at 200,000 shares of Common Stock. The number of Firm Securities to be purchased by each Underwriter from the Initial Closing Company and the Selling Securityholder shall take place at be as nearly as practicable in the aforesaid offices simultaneously same proportion to the total number of Firm Securities being sold by the Company and the Selling Securityholder (with the execution and delivery number of this Agreement subject shares to satisfaction of be sold by the conditions Selling Securityholder being set forth opposite such Selling Securityholder's name in this Agreement required Schedule II hereto) as the total number of Firm Securities to be satisfied prior purchased by such Underwriter bears to the consummation total number of Firm Securities to be purchased by the purchase and sale of the Exchangeable Preferred at such Initial ClosingUnderwriters hereunder. 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 for the Purchaser Junior Securities therefor by wire transfertransfer in same-day funds (the "Wired Funds") to the account of the Company, payable in the case of the Company's Firm Securities, and to or upon the order of the Custodian, in the case of the Selling Securityholder's Firm Securities. 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 06060-1285 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 immediately available fundsNew York, New York of the Company's transfer agent or registrar or at the offices of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

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

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Selling Securityholder agree, severally and not jointly, to issue (in writingthe case of the Company) and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholder, at a purchase price of $____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. The purchase Company agrees to issue and sale sell to the Underwriters 1,670,000 Firm Securities and the Selling Securityholder agrees to sell to the Underwriters the number of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions Firm Securities set forth in this Agreement required to be satisfied prior to opposite the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSelling Securityholder's name on Schedule 2 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form 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 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 for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order account of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the offices of Willxxx Xxxx & Xallxxxxx, Xxe Citicorp Center, 153 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:30 A.M., New York time, on November ___, 1996, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to 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 certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

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

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

Purchase Sale and Delivery of the Securities. The purchase and sale 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. The purchase and sale On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company agrees to sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company the principal amount of Firm Securities set forth opposite its name in Schedule A hereto at a price equal to 97.0% of the principal amount thereof (other the “Purchase Price”) and (b) in the event and to the extent that the Initial Purchasers shall exercise the election to purchase Option Securities as provided below, the Company agrees to sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at the Purchase Price plus accrued interest, if any, from, and including the First Closing Date to, but excluding the date of payment and delivery, the principal amount of Option Securities as to which such election shall have been exercised. The Company hereby grants to the several Initial Purchasers the right to purchase at their election the Option Securities, solely for the purpose of covering sales of Securities in excess of the number of the Firm Securities. The option granted hereunder may be exercised for settlement no later than the purchase thirteenth calendar day from, and sale including, the First Closing Date. Subject to the preceding sentence the option granted hereunder may be exercised at any time, and from time to time, in whole or in part upon written notice by the Representatives to the Company. Such notice shall set forth (i) the aggregate principal amount of shares of Exchangeable Preferred at Option Securities as to which the Initial Purchasers are exercising the option, and (ii) the time, date and place at which the Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing which Date for the Firm Securities; and in the event that such time and date are simultaneous with such First Closing Date, the term “First Closing Date” shall take place refer to the time and date of delivery to the Initial Purchasers of and payment for the Firm Securities and such Option Securities). If any Option Securities are to be purchased, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the principal amount of Option Securities that bears the same proportion to the total principal amount of Option Securities to be purchased as the principal amount of Firm Securities set forth on Schedule A opposite the name of such Initial Purchaser bears to the total principal amount of Firm Securities. Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than one business day after delivery of such notice of exercise. The Initial Purchasers have advised the Company, and the Company understands, that the Initial Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Securities purchased by the Initial Purchasers hereunder on the terms set forth in the next succeeding sentence hereofTime of Sale Document to persons (the “Subsequent Purchasers”) whom the Initial Purchasers reasonably believe are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act). Payment for the Securities shall take place be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Securities, at the offices of Proskauer Rose LLPXxxxxxx Procter LLP at 10:00 a.m. New York City time on September 15, 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 given2023, 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 Company determine (such time being herein referred to as the “First Closing Date”), or, in writingthe case of the Option Securities, on the Option Closing Date. Payment for the Securities to be purchased on the First Closing Date or any Option Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Initial Purchasers of the Securities to be purchased on such date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The purchase and sale of Exchangeable Preferred Global Note will be made available for inspection by the Initial Purchasers at the Initial Closing shall take place at offices of Xxxxxxx Procter LLP not later than 5:00 p.m., New York City time, on the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied business day prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each First Closing hereunder the Company shall deliver to the Purchaser one Date or more certificates representing any capital stock being sold and issuedOption Closing Date, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as case may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsbe.

Purchase Sale and Delivery of the Securities. The purchase and sale 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 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 for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order of the Company and the Selling Securityholders, as their interests may appear. Such delivery of and payment for the Firm Securities shall be made at the offices of 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 immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date or the Option Closing Date, as the case may be.

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

Purchase Sale and Delivery of the Securities. The purchase and sale 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 25,000 Units at a purchase price of $960 per Unit. 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 Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale conditions herein set forth, the Company agrees to issue and sell to each of shares of Exchangeable Preferred at the Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company, at a purchase price of 97% of the principal amount thereof, plus accrued interest from June 26, 1998, if any, to the Firm Closing which shall take place Date (as defined), the number 10 of Firm Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto. The Firm Securities to be delivered shall be delivered by the Company in the next succeeding sentence hereof) shall take place at the offices form 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 Global Securities delivered on behalf of the Company being soldto the Depositary Trust Company ("DTC"), all in such denomination or denominations and registered in such the name or names of Cede & Co., as DTC's nominee, for the Purchaser shall request upon notice to account of the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)Initial Purchasers, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Purchaser Initial Purchasers of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company therefor in immediately available funds. Such payment for the Firm Securities shall be made at the offices of Freshman, Marantz, Orlanski, Coopxx & Xleix, Xxghth Floor, East Tower, 9100 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., Los Angeles time, on June 26, 1998, or at such other place, time or date as the Initial Purchasers and the Company may agree upon or as the Initial Purchasers 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 Initial Purchasers at the offices in New York, New York of the Trustee at least 24 hours prior to the Firm Closing Date.

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

Purchase Sale and Delivery of the Securities. The purchase and sale (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 by wire transfershall be made at the offices of Vinsxx & Xlkixx X.X.P., payable to 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Texas 77002-6760 at 9:00 a.m., Central time, on ____________, 1998, or upon at such other place, time or date as the order of Representatives and the Company in immediately available funds.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

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

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

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

Purchase Sale and Delivery of the Securities. The purchase 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 representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchaser Junior and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at a purchase price of 97% of the principal amount thereof, the aggregate principal amount of Firm Securities (other than set forth opposite the name of such Initial Purchaser in Schedule I hereto. Delivery of, and payment of the purchase and sale price for, the Firm Securities shall be made against payment of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth purchase price, in accordance with the next succeeding sentence hereof) shall take place paragraph, at the offices of Proskauer Rose LLP, 1585 XxxxxxxxXxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following or such other location as shall be agreed upon by the satisfaction of Company and the conditions set forth in this Agreement required to Initial Purchasers. Such delivery and payment shall be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereundermade at 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 August 26, 1997 or at such other time and place date as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date." One or more of the Securities in definitive form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to (i) the aggregate amount of the Securities sold pursuant to resales to QIBs (collectively, the "Rule 144A Global Security") and (ii) the aggregate principal amount of the Securities sold pursuant to Regulation S (the "Regulation S Global Security"), and Securities in definitive form in the aggregate principal amount of the Securities sold pursuant to resales to Accredited Investors (the "Accredited Investor Securities"), registered in the respective names of such Accredited Investors, shall be delivered by the Company to the Initial Purchasers (or 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 approvalPurchasers direct), against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price for the Purchaser Junior Securities therefor, by wire transfertransfer of immediately available funds to the Company's account, payable provided that the Company shall give at least two business days' prior written notice to or upon the order Initial Purchasers of the Company in information required to effect such wire transfers. The Rule 144A Global Security, the Regulation S Global Security and Accredited Investor Securities shall be made available to the Initial Purchasers for inspection not later than 9:30 A.M. on the business day immediately available fundspreceding 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 conditions herein set forth, the Company agrees to issue and sell 6,700,000 shares of Firm Securities, each of the Selling Stockholders agrees to sell to the several Underwriters the number of shares of Exchangeable Preferred at the Initial Closing which shall take place as Firm Securities set forth opposite the name of such Selling Stockholder in the next succeeding sentence hereofcolumn (a) shall take place at the offices of Proskauer Rose LLPSchedule 1 hereto, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction and each of the conditions 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 purchase and sale Selling Stockholders, the number of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation Column (a) of the Schedule 2 hereto at a purchase and sale price of the Exchangeable Preferred at such Initial Closing$________ per share. 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 Attorneys-in-Fact at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order account of the Company and each Selling Stockholder. Such delivery of and payment for the Firm Securities shall be made at the offices of Xxxxx & Xxxxxxx L.L.P., Columbia Square, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. at 9:30 A.M., New York time, on __________, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and each Selling Stockholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale 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. 6.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 principal amount at maturity of Notes in the respective amounts set forth in on Schedule 3 hereto from the next succeeding sentence hereof) shall take place Company at the offices 97.00% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two their principal amount at maturity (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior representing a 2.50% discount to the consummation Initial Purchasers and an offering price of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing99.50%). The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes and issuedthe Guarantees that the Initial Purchasers have agreed to purchase hereunder, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Securities shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on September 30, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. (“DBSI”) in New York, payable New York, or at such other place as DBSI may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior 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. The purchase and sale (a) On the basis of the Purchaser Junior representations and warranties 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 Initial 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 name of the conditions Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase the respective aggregate principal amount of Initial Securities set forth in this Agreement required opposite the name of such Underwriter on Exhibit A hereto, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to be satisfied prior purchase pursuant to the consummation provisions of Section 7 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 97.0% of the purchase and sale aggregate principal amount (the “Purchase Price”). (b) In addition, on the basis of the Purchaser Junior 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 all or any portion of the Option Securities hereunder, but in no event earlier than 15 business days at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the applicable Purchase Notice has been given, or at such other time date hereof 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.exercised

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