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

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Issuers, all of the Notes at 97.376% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes 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 December 22, 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 Notes available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $________ per share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxxx & XeinxxxGodward LLP, 00 Pxxx Xxxxxx0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxXxxxx, Xxx Xxxx Xxxxxxxxxx 00000, xx 9:00 at 6:30 A.M., New York San Diego time, on December 22__________, 19971999, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon 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 "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date.of

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $[ ] per Preferred Share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxxx [Winston & XeinxxxXxxxxx, 00 Pxxx Xxxx Xxxxxx Xxxxx, Chicago, Illinois, at 8:30 A.M., Chicago time,] [Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 at 9:30 A.M., New York City time] on May [ ], on December 22, 19971998, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon 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 Notes Firm Securities available for checking and packaging by the Initial Purchasers Representatives at the offices of BT Alex. Browx Xxxorporated in New York, New York, York of the Company's transfer agent or at such other place as BT Alex. Browx Xxxorporated may designate, registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire the Wired Funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $18.75 per Common Share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxxx Winston & XeinxxxXxxxxx, 00 Pxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000Illinois, xx 9:00 at 8:30 A.M., New York Chicago time, on December 22November 17, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon 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 Notes Firm Securities available for checking and packaging by the Initial Purchasers Representatives at the offices of BT Alex. Browx Xxxorporated in New York, New York, York of the Company's transfer agent or at such other place as BT Alex. Browx Xxxorporated may designate, registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $________ per share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxx, Day, Xxxxxx & XeinxxxXxxxx, 00 Pxxx 0000 Xxxx Xxxxxx, Xxx XxxxSuite 2300, Xxx Xxxx 00000Dallas, xx 9:00 Texas 75201 at 8:30 A.M., New York Dallas time, on December 22June __, 19971999, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon 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 "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date.of

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $20.2575 per share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxxx Gibsxx, Xxnn & XeinxxxXrutxxxx XXX, 00 Pxxx 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 xx 9:00 9:30 A.M., New York time, on December 22May 28, 19971998, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon 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 Notes available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date.certificates

Purchase Sale and Delivery of the Securities. On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Notes Issuers agree to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting severally and not jointly, agree agrees to purchase from the Notes Issuers, all of the Notes at 97.37697.25% of their principal amount, the respective aggregate principal amounts of the Securities set forth opposite their respective names on Schedule 1 hereto. ---------- One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the each Initial Purchasers request Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersCompany, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) of immediately available funds to such the account or accounts as of the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx Xxxxxxxx & XeinxxxXxxxx, 00 Pxxx 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 9:00 A.M.a.m., New York time, on December 22March 18, 19971999, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging inspection by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, York of Xxxxxxxx & Xxxxx at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Issuer agrees to issue and sell to each of the Initial Purchasers, and each of the Initial Purchasers, acting Purchasers severally and not jointly, agree agrees to purchase from the IssuersIssuer, all at a purchase price of the Notes at 97.37697.072% of their principal amount, the respective principal amounts of the Securities set forth opposite their names on Exhibit A hereto. The obligations of the Initial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the each Initial Purchasers request requests upon notice to the Company Issuer at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersIssuer, against payment pay- 16 -16- ment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day of immediately available funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 10:00 A.M., New York time, on December 22August 28, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." ". The Company Issuer will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as York of BT Alex. Browx Xxxorporated may designate, Securities Corporation at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting Purchasers severally and not jointly, agree agrees to purchase from the IssuersCompany, all of the Notes at 97.37697.309% of their principal amountamount the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit C hereto. The obligations of the Initial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names names, as the Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, Date (as defined) shall be delivered by or on behalf of the Issuers to the Initial PurchasersCompany, against payment by or on behalf of the Initial Purchasers Purchasers, of the purchase price therefor by wire transfer (same day funds) of immediately available funds to such the account or accounts as of the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes and the related Guarantees 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 December 22June 23, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, York of CIBC Wood Gundy Securities Corp. at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Alliance agrees to issue and sell to the Initial PurchasersUnderwriters, and each of the Initial Purchasers, acting Underwriters severally and not jointly, agree agrees to purchase from the IssuersAlliance, all of the Notes at 97.376[ ]% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit B hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company Alliance at least 36 hours two business days prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersAlliance, against payment by or on behalf of the Initial Purchasers Underwriters, of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior of immediately available funds to the Closing Date, or account of Alliance previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., at 10:00 a.m. New York time, on December 22[ ], 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Underwriters and the Company, on the other hand, Alliance may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company Alliance will make such certificate or ------------ certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as York of BT Alex. Browx Xxxorporated may designate, Securities Corporation at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers, all of the Notes Company at 97.37696.701% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx XxxxXxxxx & Xxxxxxx LLP, Xxx Xxxx 00000New York, xx 9:00 New York at 10:00 A.M., New York time, on December 227, 1997, 2012 or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Browx Xxxorporated Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Issuers, all Company the number of the Notes Units set forth opposite its name on Schedule 1 hereto at 97.376% a price of their principal amount$882.0 per Unit. One or more certificates in definitive form for the Notes Units that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (of same day funds) funds to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Units shall be made at the offices of Cahixx White & Case, 0000 Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 at 10:00 A.M., New York time, on December 22__, 1997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes Units available for checking inspection and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or Purchaser at such other place as BT Alex. Browx Xxxorporated may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser, acting severally and not jointly, agree to purchase from the Issuers, all of the Notes in the respective principal amounts set forth at 97.376maturity on SCHEDULE 1 hereto, at 70.433% of their principal amountamount at maturity. One or more certificates in definitive form for the Notes and the related Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, Date (as defined) shall be delivered by or on behalf of the Issuers to the Initial PurchasersCompany, against payment by or on behalf of the Initial Purchasers Purchasers, of the purchase price therefor by wire transfer (same day funds) of immediately available funds to such the account or accounts as of the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes and the related Guarantees shall be made at the offices of Cahixx Xxxxxx Cahill Gordon & XeinxxxReindel, 00 Pxxx Xxxxxx80 Pine Street, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M.New York, New York time10000, on December 22xx 0:00 X.M., 1997Xxx Xxrk xxxx, or at such other placexx Xxxxxxxxx 00, time or date 0000, xx xx xxxx xxte as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes and the related Guarantees available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, York of CIBC Wood Gundy Securities Corp. at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at the purchase price specified in Schedule 1 hereto, the number of 520 Securities set forth opposite the Notes at 97.376% name of their principal amountsuch Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by in such means funds as the parties hereto shall agree prior to the Closing Dateare specified in Schedule 1 hereto. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxxdate, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on December 22, 1997time and place identified in Schedule 1 hereto, or at such other placedate, time or date place as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 8 hereof, such date and time and date of delivery against payment being herein referred to as the "Closing Date." ". The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Representatives at the offices of BT Alex. Browx Xxxorporated in New York, New York, York of the Company's transfer agent or at such other place as BT Alex. Browx Xxxorporated may designate, registrar or warrant agent or of Prudential Securities Incorporated at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting Purchasers severally and not jointly, agree agrees to purchase from the Issuers, all of the Notes at 97.37698% of their principal amount, the respective aggregate principal amounts of the Securities set forth opposite their respective names on Exhibit C hereto. The obligations of the Initial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the each Initial Purchasers request Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersCompany, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) of immediately available funds net of the overnight cost of such funds to such the account or accounts as of the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M.a.m., New York time, on December 2214, 19971998, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT AlexYork of CIBC Oppexxxxxxx Xxxp. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting Purchasers severally and not jointly, agree agrees to purchase from the Issuers, all of the Notes at 97.37697.5% of their principal amount, the respective aggregate principal amounts of the Securities set forth opposite their respective names on Exhibit C hereto. The obligations of the Initial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the each Initial Purchasers request Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersCompany, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) of immediately available funds net of the overnight cost of such funds to such the account or accounts as of the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M.a.m., New York time, on December July 22, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, York of CIBC Wood Gundy Securities Corp. at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and each of the Initial Purchasers, acting Underwriters severally and not jointly, agree agrees to purchase from the IssuersCompany, all of the Notes at 97.376% [ ] of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Schedule 1 hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request each Underwriter requests upon notice to the Company at least 36 hours two business days prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersCompany, against payment by or on behalf of the Initial Purchasers Underwriters, of the purchase price therefor (less an amount equivalent to payment of interest at the then applicable Federal Funds Rate on the purchase price of the Securities for one (1) day) by wire transfer (same day funds) or check of immediately available funds to such the account or accounts as of the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes 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 [ ] at 10:00 a.m. local time, on December 22[ ], 1997, 1999 or at such other place, 11 -11- time or date as the Initial Purchasers, on the one hand, Underwriters and the Company, on the other hand, Company may agree uponupon or as the Underwriters may determine pursuant to Section 7(a) 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 Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may designate, York of [ ] at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the IssuersSecurities, all of the Notes at 97.37697.0% of their principal amount. One or more certificates in definitive form for the Notes and Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 at 10:00 A.M., New York time, on December 22March 3, 19971998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Purchaser at the offices of BT Alex. Browx Xxxorporated Xxxxxx Xxxxxx & Xxxxxxx in New York, New York, or at such other place as BT Alex. Browx Xxxorporated Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Issuers, all Company 60,000 shares of the Notes at 97.376% Preferred Stock and Warrants to purchase an aggregate of their principal amount531,325 Warrant Shares for an aggregate purchase price of $60.0 million. One or more certificates in definitive form for the Notes shares of Preferred Stock and the Warrants that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx Xxxxxx, Xxxx & XeinxxxXxxxxxxx LLP, 00 Pxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 00000 at 10:00 A.M., New York time, on December 22May 9, 19972000, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging inspection by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or Purchaser at such other place as BT Alex. Browx Xxxorporated may designate, designated by the Purchaser at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $___ per Common Share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxxx Winston & XeinxxxXxxxxx, 00 Pxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000Illinois, xx 9:00 at 8:30 A.M., New York Chicago time, on December 22November ___, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon 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 Notes Firm Securities available for checking and packaging by the Initial Purchasers Representatives at the offices of BT Alex. Browx Xxxorporated in New York, New York, York of the Company's transfer agent or at such other place as BT Alex. Browx Xxxorporated may designate, registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire the Wired Funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriter, and the Initial Purchasers, acting severally and not jointly, agree Underwriter agrees to purchase from the Issuers, all Company $40,000,000 aggregate amount of the Notes at 97.376% of their principal amountSecurities for $____________. One or more certificates Certificates in definitive form for the Notes Securities that the Initial Purchasers have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Underwriter requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersUnderwriter, against payment by or on behalf of the Initial Purchasers Underwriter of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior payable in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxx____________________________________________ _____________________, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 at 10:00 A.M., New York timeEastern Standard Time, on December 22, ________ ___,1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Underwriter and the Company, on the other hand, Company may agree uponupon or as the Underwriter may determine pursuant to Section 7(a) 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 Notes Securities available for checking and packaging by the Initial Purchasers Underwriter at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as York of BT AlexXxxx. Browx Xxxorporated may designate, Xxxxx at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the ---------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Alliance agrees to issue and sell to the Initial PurchasersUnderwriters, and each of the Initial Purchasers, acting Underwriters severally and not jointly, agree agrees to purchase from the IssuersAlliance, all of the Notes at 97.376[ ]% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit B hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company Alliance at least 36 hours two business days prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersAlliance, against payment by or on behalf of the Initial Purchasers Underwriters, of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior of immediately available funds to the Closing Date, or account of Alliance previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., at 10:00 a.m. New York time, on December 22[ ], 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Underwriters and the Company, on the other hand, Alliance may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company Alliance will make such certificate or certificates ------------ for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as York of BT Alex. Browx Xxxorporated may designate, Securities Corporation at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Initial PurchasersUnderwriters, acting severally and not jointly, agree agrees to purchase from the IssuersCompany, all at a purchase price of $_____ per share, the Notes at 97.376% number of their principal amountFirm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day fundsthe "Wired Funds") to such the account or accounts as of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes Firm Securities shall be made at the offices of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & XeinxxxXxxx XXX, 00 Pxxx XxxxxxPalo Alto, Xxx XxxxCalifornia 94301, Xxx Xxxx 00000, xx 9:00 at 9:30 A.M., New York time, on December 22__________, 19971999, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." ". The Company will make such certificate or certificates for the Notes Firm Securities available for checking and packaging by the Initial Purchasers Representatives at the offices of BT Alex. Browx Xxxorporated in New York, New York, York of the Company's transfer agent or at such other place as BT Alex. Browx Xxxorporated may designate, registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.. (b)