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

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 Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 97.0% of the principal amount thereof, plus accrued interest from November 17, 1997, if any, to the Firm Closing Date (as defined), the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available funds. Such payment for the Firm Securities shall be made at the offices of King & Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on November 17, 1997, or at such other place, time or date as the Initial Purchaser and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser 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. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Company, Company at a purchase price of 97.096.701% of their principal amount. One or more certificates in global form for the principal amount thereofNotes that the Initial Purchasers have agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Firm Company at least 36 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserPurchasers, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor in immediately available by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King Xxxxxx, Xxxxx & XxxxxxxxXxxxxxx LLP, 0000 Avenue of the AmericasNew York, Xxx Xxxx, Xxx Xxxx 00000 New York at 9:30 10:00 A.M., New York time, on November 17December 7, 1997, 2012 or at such other place, time or date as the Initial Purchaser Purchasers, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Notes available for checking and packaging by the Initial Purchaser Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York of the Trustee York, or at such other place as Deutsche Bank Securities Inc. may designate, 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 Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser acting severally and not jointly agrees to purchase from the Company, the Notes in the respective amounts set forth on SCHEDULE 1 hereto, at a purchase price of 97.095.618% of their principal amount. One or more certificates in definitive form for the principal amount thereofNotes and the related Guarantees that the Initial Purchasers have agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Firm Company at least 48 hours prior to the Closing Date (as defined), the Firm Securities. The Firm Securities to be delivered ) shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserCompany, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchasers, of the purchase price therefor in by wire transfer of immediately available fundsfunds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Securities Notes and the related Guarantees shall be made at the offices of King Skadden, Arps, Slate, Xxxxxxx & XxxxxxxxXxxx, 0000 Avenue of the Americas000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, at 9:30 A.M.10:00 a.m., New York time, on November 17June 16, 19971999, or at such other place, time or date as the Initial Purchaser Purchasers and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Notes and the related Guarantees available for checking and packaging by the Initial Purchaser at the offices Purchasers 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. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the entire principal amount of the Notes at 104.00% of their principal amount. The Initial Purchaser shall receive a purchase price of 97.0commission equal to 1.50% of the aggregate principal amount thereofof the Notes. The payment of such commission may be set off against the payment of the purchase price paid by the Initial Purchaser. One or more certificates in definitive form for the Notes and the related Guarantees that the Initial Purchaser has agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Firm Company at least 48 hours prior to the Closing Date (as defined), the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserCompany, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchaser, of the purchase price therefor in by wire transfer of immediately available fundsfunds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Securities Notes and the related Guarantees shall be made at the offices of King Xxxxxx Xxxxxx & Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx LLP at 9:30 9:00 A.M., New York time, on November 1718, 19972004, or at such other place, time or location date as the Initial Purchaser and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Notes and the related Guarantees available for checking and packaging review by the Initial Purchaser at the offices in New York, New York of Citigroup Global Markets Inc. (“Citigroup”), or at such other place as the Trustee at least 24 hours Initial Purchaser may designate, not later than 1:00 P.M. on the Business Day 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 Company agrees and the Selling Stockholders agree, severally and not jointly, to issue and sell to each of the Initial PurchaserUnderwriters, and each of the Initial Purchaser Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price of 97.0% $_____ per share, the number of Firm Securities set forth opposite the principal amount thereofname of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Representative request upon notice to the Company at least 48 hours prior to the Firm Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Company and the Selling Stockholders to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in immediately available fundssame-day funds (the "Wired Funds") to the respective accounts of the Company and the Custodian on behalf of the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of King Shearman & XxxxxxxxSterling, 0000 Avenue of the Americas599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at xx 9:30 A.M., New York time, on November 17June [__], 19971999, or at such other place, time or date as the Initial Purchaser Representative and the Company may agree upon or as the Initial Purchaser Representative may determine pursuant to Section 9 10 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 Initial Purchaser Representative at the offices in New York, New York of the Trustee Company's transfer agent or registrar or of Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, and agreements and covenants herein contained and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Initial Purchaserseveral Underwriters, and each of the Initial Purchaser agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.0% $12.22 per share, the respective number of Securities set forth opposite the names of the principal amount thereof, plus accrued interest from November 17, 1997, if any, to the Firm Closing Date (as defined), the Firm SecuritiesUnderwriters in Schedule 1 hereto. The Company will deliver the Firm Securities to be delivered shall be delivered or as instructed by the Company Representative for the accounts of the several Underwriters against payment of the purchase price by the Underwriters in the form of one or more Global Securities delivered on behalf of Federal (same day immediately available) funds by wire transfer to an account specified by the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date Representative drawn to the Company by or on behalf order of the Initial Purchaser of the purchase price therefor in immediately available funds. Such payment for the Firm Securities shall be made Lone Pine Resources Inc. at the offices of King Xxxxxxx Xxxxxxx & XxxxxxxxXxxxxxxx LLP, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 8 A.M., New York time, on November 17June 1, 19972011, or at such other place, time or place on the same or such other date as the Initial Purchaser Representative and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofdetermine, such time and date of delivery against payment being herein referred to as the "Firm “First Closing Date." ” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The Firm Securities shall be delivered through the facilities of The Depository Trust Company (“DTC”) against payment 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 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 make such certificate deliver the Optional Securities being purchased on each Optional Closing Date to or certificates as instructed by the Representative for the Firm Securities available for checking and packaging accounts of the several Underwriters against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account specified by the Initial Purchaser at Company to the offices in New York, New York Representative. The Optional Securities shall be delivered through the facilities of DTC against payment of the Trustee at least 24 hours prior to the Firm Closing Datepurchase price therefor.

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 Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, Company the principal amount at maturity of Securities set forth opposite the Initial Purchaser’s name on Schedule 1 hereto at a purchase price of 97.0equal to 55.4145976% of the principal amount thereofat maturity. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Firm Company at least 36 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King Xxxxxxx Xxxx & XxxxxxxxXxxxx LLP, 0000 Avenue of the Americas000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 9:00 A.M., New York time, on November 17February 4, 19972004, or at such other place, time or date as the Initial Purchaser Purchaser, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Purchaser at the offices of Bear, Xxxxxxx & Co. Inc. in New York, New York of the Trustee York, or at such other place as Bear, Xxxxxxx & Co. Inc. may designate, 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 Company agrees Notes Issuers agree to issue and sell to the Initial PurchaserPurchasers, and each of the Initial Purchaser Purchasers, acting severally and not jointly, agrees to purchase from the CompanyNotes Issuers, at a purchase price of 97.097.25% of their principal amount, the respective aggregate principal amount thereofamounts of the Securities set forth opposite their respective names on Schedule 1 hereto. ---------- One or more certificates in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as each Initial Purchaser requests upon notice to the Firm Company at least 48 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserCompany, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor in by wire transfer of immediately available fundsfunds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of King Xxxxxxxx & XxxxxxxxXxxxx, 0000 Avenue of the Americas000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, at 9:30 A.M.9:00 a.m., New York time, on November 17March 18, 19971999, or at such other place, time or date as the Initial Purchaser Purchasers and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 inspection by the Initial Purchaser Purchasers at the offices in New York, New York of the Trustee Xxxxxxxx & Xxxxx 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 Company agrees to issue and sell to the Initial PurchaserUnderwriters, and each of the Initial Purchaser Underwriters severally agrees to purchase from the Company, at a purchase price [ ] of 97.0% their principal amount, the respective aggregate principal amounts of the principal amount thereofNotes 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 Underwriters have agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as each Underwriter requests upon notice to the Firm Company at least two business days prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Company, against payment by or on behalf of the Underwriters, of the purchase price therefor in (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 or check of immediately available fundsfunds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of King & Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 [ ] at 9:30 A.M., New York 10:00 a.m. local time, on November 17[ ], 1997, 1999 or at such other place, 11 -11- time or date as the Initial Purchaser Underwriters and the Company may agree upon or as the Initial Purchaser Underwriters may determine pursuant to Section 9 7(a) 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 Notes available for checking and packaging by the Initial Purchaser Underwriters 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. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the CompanySecurities, at a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the principal amount thereofNotes and Guarantees that the Initial Purchaser has agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Firm Company at least 36 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company Issuers to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King Xxxxxx Xxxxxx & XxxxxxxxXxxxxxx, 0000 Avenue of the Americas00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 10:00 A.M., New York time, on November 17March 3, 19971998, or at such other place, time or date as the Initial Purchaser Purchaser, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser at the offices of Xxxxxx Xxxxxx & Xxxxxxx in New York, New York of the Trustee York, or at such other place as BT Alex. Xxxxx Incorporated may designate, 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 Company agrees to issue and sell to the Initial PurchaserUnderwriter, and the Initial Purchaser agrees Underwriter agrees, to purchase from the Company, at a purchase price of 97.0% of $21.73 per share, the principal amount thereofSecurities. One or more certificates in definitive form for the Securities that the Underwriter has agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Underwriter requests upon notice to the Firm Company at least 48 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserUnderwriter, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Underwriter of the purchase price therefor by wire transfer in immediately available fundssame-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of King Skadden, Arps, Slate, Meagxxx & XxxxxxxxXlom XXX, 0000 Avenue of the Americas300 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000 at Xxxxxxxxxx 00000, xx 9:30 A.M., New York time, on November 17December 23, 1997, or at such other place, time or date as the Initial Purchaser Underwriter and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Purchaser Underwriter at the offices in New York, New York of the Trustee Company's transfer agent or registrar or of the Underwriter at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and each of the Initial Purchaser Purchasers severally agrees to purchase from the Company, at a purchase price of 97.097.309% of the their principal amount thereofthe 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, plus accrued interest from November 17and in such denomination or denominations and registered in such name or names, 1997, if any, as the Initial Purchasers request upon notice to the Firm Company at least 48 hours prior to the Closing Date (as defined), the Firm Securities. The Firm Securities to be delivered ) shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserCompany, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchasers, of the purchase price therefor in by wire transfer of immediately available fundsfunds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Securities Notes and the related Guarantees shall be made at the offices of King Cahixx Xxxxxx & XxxxxxxxXeinxxx, 0000 Avenue of the Americas00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 00000, xx 9:00 A.M., New York time, on November 17June 23, 1997, or at such other place, time or date as the Initial Purchaser Purchasers and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Purchaser Purchasers at the offices in New York, New York of the Trustee CIBC Wood Gundy Securities Corp. 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 Company agrees to issue and sell to the Initial PurchaserUnderwriter, and the Initial Purchaser Underwriter, agrees to purchase from the Company, at a purchase price of 97.0% of the principal amount thereof, plus accrued interest from November 17, 1997, if any, to the Firm Closing Date (as defined)$20.00 per share, the Firm Securities. The One or more certificates in definitive form for the Firm Securities that the Underwriter has agreed to be delivered purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriter requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, Underwriter for the account of the Initial Purchaserits accounts, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Underwriter of the purchase price therefor by wire transfer in immediately available fundssame-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of King Skadden, Arps, Slate, Meagxxx & XxxxxxxxXlom XXX, 0000 Avenue of the Americas300 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000 at Xxxxxxxxxx 00000, xx 9:30 A.M., New York time, on November 17June 11, 1997, or at such other place, time or date as the Initial Purchaser Underwriter and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Purchaser Underwriter at the offices in New York, New York of the Trustee Company's transfer agent or registrar or of the Underwriter at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 97.097% of the their principal amount thereofand the Preferred Stock, plus accrued interest from November 17at 96% of their liquidation preference. One or more certificates in definitive form for each of the Securities that the Initial Purchaser has agreed to purchase hereunder, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Firm Company at least 36 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King Cahixx Xxxxxx & XxxxxxxxXeinxxx, 0000 Avenue of the Americas00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 xx 10:00 A.M., New York time, on November 17February 26, 19971998, or at such other place, time or date as the Initial Purchaser Purchaser, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 Purchaser at the offices of BT Alex. Xxowx Xxxorporated in New York, New York of the Trustee York, or at such other place as BT Alex. Xxowx Xxxorporated may designate, 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 Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, 75,000 Units at a purchase price of 97.0% of the principal amount thereof, $960 per Unit plus accrued interest on the Senior Notes from November 17May 20, 1997, if any. 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 the Initial Purchaser requests upon notice to the Firm Company at least 24 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available therefor, plus an additional amount equal to $3,000,000 (the "Discount"), by wire transfer (same day funds) to such account or accounts as the Disbursement Agent shall specify prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King & Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M.10:00 a.m., New York time, on November 17May 20, 1997, or at such other place, time or date as the Initial Purchaser Purchaser, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company shall reimburse the Initial Purchaser for making payment of the Discount to the Disbursement Agent on behalf of the Company by transferring an equal amount (in same day funds) on the Closing Date to such account as the Initial Purchaser shall specify prior to the Closing Date, it being understood that the Company shall be obligated to make such payment only out of the proceeds of the Concurrent Equity Offering. The Company has requested that the Closing Date be scheduled to occur five business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company will make such certificate or certificates for the Firm such Securities available for checking and packaging by the Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. in New York, New York of York, or at such other place as the Trustee Initial Purchaser may designate, at least 24 hours prior to the Firm Closing Date. Securities to be represented by one or more definitive global Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co. As additional compensation to the Initial Purchaser, the Company agrees to issue to (or on the order of) the Initial Purchaser, pursuant to the Warrant Agreement and at the Closing Date, for no additional consideration, 15,006 Warrants to purchase initially 19,207,680 shares of Common Stock at an initial exercise price of $0.2063 per share of Common Stock (the "Additional Warrants") The shares of Common Stock issuable upon exercise of the Additional Warrants are herein referred to as the "Additional Warrant Shares." Unless otherwise requested by the Initial Purchaser at least 24 hours prior to the Closing Date, a single certificate representing 12,755 Additional Warrants shall be issued in the name of Xxxxxxxxx & Company, Inc. and a second certificate representing 2,251 Additional Warrants shall be registered in the name of Xxxxxxx Xxxxxxx.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriter and the Initial Purchaser Underwriter agrees to purchase from the Company, at a purchase price of 97.0% of Company the principal amount thereof, of Securities set forth in Schedule I hereto at the purchase price set forth in Schedule I hereto plus accrued interest from November 17, 1997interest, if any, from the date specified in Schedule I hereto to the Firm Closing Date (as defined), date of payment and delivery. Payment for the Firm Securities. The Firm Securities to be delivered shall sold hereunder is to be delivered made in New York Clearing House funds by certified or bank cashier's checks drawn to the Company in the form of one or more Global Securities delivered on behalf order of the Company for the Securities to be sold by it against delivery of the Securities to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available fundsUnderwriter. Such payment for the Firm Securities shall and delivery are to be made at the offices of King Alex. Xxowx & Xons Incorporated, 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York xx 10:00 A.M. Baltimore time, on November 17, 1997, the third business day after the date of this Agreement or at such other place, time or and date not later than three business days thereafter as the Initial Purchaser you and the Company may shall agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 (As used herein, "business day" means a day on which the New York Stock Exchange is open for the Firm Securities available for checking trading and packaging by the Initial Purchaser at the offices on which banks in New York, New York of are open for business and not permitted by law or executive order to be closed). The Securities will be registered in such names and in such denominations as the Trustee at least 24 hours Underwriter requests in writing not later than the second full business day prior to the Firm Closing Date, and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, DTC and the Company shall agree.

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 Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, Company and the Subsidiary Guarantors 75,000 Units at a purchase price of 97.0% of $960 per Unit. One or more certificates in definitive form for the principal amount thereofSecurities that the Initial Purchaser has agreed to purchase hereunder, plus accrued interest from November 17and in such denomination or denominations and registered in such name or names as Xxxxxxxxx & Company, 1997, if any, Inc. requests upon notice to the Firm Company at least 24 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company and the Subsidiary Guarantors to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available 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 Firm Securities shall be made at the offices of King & Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M.10:00 a.m., New York time, on November 1712, 1997, or at such other place, time or date as the Initial Purchaser Purchaser, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The With respect to Securities to be ------------ delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make such certificate or certificates for the Firm such Securities available for checking and packaging by the Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. in New York, New York of the Trustee York, or at such other place as Xxxxxxxxx & Company, Inc. may designate, at least 24 hours prior to the Firm Closing Date. Securities to be represented by one or more definitive global Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian. --- As additional compensation to the Initial Purchaser, the Company agrees to issue to the Initial Purchaser (in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 24 hours prior to the Closing Date) at the Closing Date, for no additional consideration, 30,000 warrants to purchase initially 302,658 shares of Common Stock at an initial exercise price of $.01 per share of Common Stock (the "Additional Warrants"). In addition to the ------------------- foregoing, the Initial Purchaser will be paid by wire transfer (same day funds) a fee for advisory services rendered of $1,000,000.

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 forthforth herein, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser agrees agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of 97.097.5% of the their principal amount thereof, plus accrued interest from November 17the principal amount of Notes set forth opposite such Initial Purchaser's name in Schedule I hereto. One or more certificates in definitive form representing the Securities that the Initial Purchasers have agreed to purchase hereunder, 1997, if any, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Firm Company at least 36 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company Issuers to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserPurchasers, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor in immediately available by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King Xxxxxxx & XxxxxxxxXxxxx LLP, 0000 Avenue of the Americas000 X. Xxxxxxxxx Xxx., Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxx, at 9:30 9:00 A.M., New York time, on November 17August 8, 1997, 2002 or at such other place, time or date as the Initial Purchaser Purchasers, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser 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 Purchaser Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York of the Trustee York, or at such other place as Deutsche Bank Securities Inc. may designate, 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 warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters agree to purchase from the Company, at a purchase price of 97.0% of Company the principal amount thereof, of Securities set forth in Schedule I hereto at the purchase price set forth in Schedule I hereto plus accrued interest from November 17, 1997interest, if any, from the date specified in Schedule I hereto to the Firm Closing Date (as defined), date of payment and delivery. Payment for the Firm Securities. The Firm Securities to be delivered shall sold hereunder is to be delivered made in New York Clearing House funds by certified or bank cashier's checks drawn to the Company in the form of one or more Global Securities delivered on behalf order of the Company for the Securities to be sold by it against delivery of the Securities to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase price therefor in immediately available fundsUnderwriters. Such payment for the Firm Securities shall and delivery are to be made at the offices of King & XxxxxxxxBT Alex. Xxowx Xxxorporated, 0000 Avenue of the AmericasOne Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000 at 9:30 A.M.Xxxxxxxx 00000, New York xx 9:00 A.M. local time, on November 17, 1997, the third business day after the date of this Agreement or at such other place, time or and date not later than three business days thereafter as the Initial Purchaser you and the Company may shall agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, 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 (As used herein, "business day" means a day on which the New York Stock Exchange is open for the Firm Securities available for checking trading and packaging by the Initial Purchaser at the offices on which banks in New York, New York of are open for business and not permitted by law or executive order to be closed). The Securities will be registered in such names and in such denominations as the Trustee at least 24 hours Underwriters request in writing not later than the second full business day prior to the Firm Closing Date, and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Underwriters at least one business day prior to the Closing Date at such place as the Underwriters, DTC and the Company shall agree.

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 Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser agrees to purchase from the Company, that principal amount of Senior Notes as is set forth opposite such Initial Purchaser’s name on Schedule I hereto at a purchase price of 97.097.5% of the their principal amount thereofamount, representing a commission or discount of 2.5% in respect of placement and underwriting, plus accrued and unpaid interest thereon from and including November 1715, 19972001 to but excluding the Closing Date. One or more certificates in definitive global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, if any, to the Firm Closing Date (as defined), the Firm Securities. The Firm with Securities to be delivered sold pursuant to Rule 144A under the Act to be represented by a different global certificate than the global certificate representing any Securities to be sold pursuant to Regulation S under the Act, shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Initial Purchasers through the facilities of The Depository Trust Company ("“DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, ”) against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor in United States dollars, by wire transfer (immediately available funds) to such bank account or accounts in the United States as the Company shall specify prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of King & Xxxxxxxx, 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M.10:00 a.m., New York time, on November 17February 8, 19972002, at Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or at such other place, time or date as the Initial Purchaser Purchasers, on the one hand, and the Company Company, on the other hand, may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm “Closing Date." ” The Company global Securities in book-entry form will make such certificate be deposited on the Closing Date, by or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser at the offices in New York, New York on behalf of the Trustee at least 24 hours prior to Company, with DTC or its designated custodian, and registered in the Firm Closing Date.name of Cede & Co.

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 Company Trust agrees to issue and sell to the Initial PurchaserUnderwriter, and the Initial Purchaser Underwriter agrees to purchase from the CompanyTrust, at a purchase price of 97.0% $21.82 per share, the number of Firm Securities. One or more certificates in definitive form for the principal amount thereofFirm Securities that the Underwriter has agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as the Underwriter requests upon notice to the Trust at least 48 hours prior to the Firm Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser Trust to the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer in immediately available fundssame-day funds (the "Wired Funds") to the account of the Trust. Such delivery of and payment for the Firm Securities shall be made at the offices of King & XxxxxxxxBattle Xxxxxx LLP, 0000 Avenue of the Americas00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, at 9:30 A.M., New York time, on November 17October 6, 1997, or at such other place, time or date as the Initial Purchaser Underwriter and the Company Trust may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company Trust will make such certificate or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser Underwriter at the offices in New York, New York of the Trustee Trust's transfer agent or registrar or of the Underwriter at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to each of the Initial PurchaserPurchasers, and each of the Initial Purchaser Purchasers severally agrees to purchase from the CompanyIssuer, at a purchase price of 97.097.072% of their principal amount, the respective principal amount thereofamounts 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 Securities that the Initial Purchasers have agreed to purchase hereunder, plus accrued interest from November 17, 1997, if any, and in such denomination or denominations and registered in such name or names as each Initial Purchasers requests upon notice to the Firm Issuer at least 48 hours prior to the Closing Date (as defined)Date, the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial PurchaserIssuer, against payment by wire transfer on the Firm Closing Date to the Company pay- 16 -16- ment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor in by wire transfer of immediately available funds. Such delivery of and payment for the Firm Securities shall be made at the offices of King Cahixx Xxxxxx & XxxxxxxxXeinxxx, 0000 Avenue of the Americas00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 00000, xx 10:00 A.M., New York time, on November 17August 28, 1997, or at such other place, time or date as the Initial Purchaser Purchasers and the Company Issuer may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." ". The Company Issuer will make such certificate or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser Purchasers at the offices in New York, New York of the Trustee BT Securities Corporation at least 24 hours prior to the Firm Closing Date.