Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, the principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. The purchase price for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount of Initial Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Schedule II hereto. The purchase price for the Initial Notes will be $973.75 972.50 per $1,000 principal amount Initial Note. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Xxxxxxxx & XxxxxxxXxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17August 13, 1999 2004 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "“Closing Date."” (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("“DTC"”), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "“Global Note"Notes”) sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered delivered, or caused to be delivered, by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, Company; provided that the Issuers Company shall give at least one two business days' ’ prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount of Series C Notes set forth opposite the its name of such Initial Purchaser on Exhibit A. SCHEDULE I hereto. The aggregate purchase price for the Series C Notes will be $973.75 per $1,000 principal amount Note29,250,000. (b) Delivery of the Series C Notes shall be made, made against payment of the purchase price therefor, at the offices of Xxxxxx Posternak, Blanxxxxxx & XxxxxxxXund, New YorkX.L.P., New York Boston, Massachusetts or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17February 5, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing DateCLOSING DATE." (c) On the Closing Date, one or more Series C Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Series C Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers (the "GLOBAL NOTES") shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one business days' day's prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. am, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the Notes at a purchase price of 97% of the principal amount of Notes set forth opposite thereof. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a closing (the "Closing") to be held at 10:00 a.m., New York City time, on March 17, 1999 2004 (the "Closing Date") at the Rochester, New York offices of Xxxxxx Beach LLP, or at such other time location as agreed to by the Initial Purchaser and the Company. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Mayer, Brown, Xxxx & Maw LLP (or such other place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than 10:00 a.m. one business day immediately preceding the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements contained in this Agreement, and subject to its terms and conditions, the Issuers agree : (a) The Company agrees to issue and sell to the several Initial Purchasers, and each of the Initial Purchaser Purchasers agrees, severally and not jointly, to purchase from the IssuersCompany, at a purchase price of 95.0% of the principal amount thereof (the “Initial Price”), the aggregate amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. The purchase price for the Notes will be $973.75 per $1,000 principal amount NoteNotes. (b) Delivery Payment of the purchase price for, and delivery of, the Notes shall be made, against payment of made to the purchase price therefor, Company at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 10:00 a.m., New York City time, on March 17, 1999 the third business day following the date of this Agreement or at such time on such other time date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Initial Purchasers Company and the Issuers. The Representative (such time and date of such delivery and payment are herein called the "Closing Date”)." (c) Payment for the Notes shall be made to the Company in Federal or other funds immediately available in New York City (same day), against delivery of the Notes to the Representative for the respective accounts of the Initial Purchasers. (d) On the Closing Date, the Company will deliver to the Initial Purchasers, in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Company at least 24 hours prior to such Closing Date, one or more Notes in definitive global form, registered in such names and in such denominations as the name of Cede & Co., as nominee of The Depository Trust Company ("DTC")Initial Purchasers shall request, having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by QIBs (the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), “Definitive Notes”) against payment by the Initial Purchasers of the purchase price therefor, therefor by wire transfer of immediately available fundssame-day funds to the account of the Company, to an account or accounts previously designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transferit in writing. The Global Note Definitive Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal that amount of Notes set forth opposite its name on Schedule I hereto. The aggregate principal amount of the name of such Initial Purchaser on Exhibit A. The Notes will be $75,000,000 and the purchase price for the Notes will be $973.75 per $1,000 principal amount Note70,830,000. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Fried, Franx, Xxrris, Shrixxx & XxxxxxxXacoxxxx, New York0001 Xxxxxxxxxxxx Xxxxxx, New York or X.X., Xxxxxxxxxx, X.X. xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 10:00 a.m., New York City time, on March 17April 22, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, The Notes will initially be represented by one or more permanent Notes in definitive global form, form without interest coupons (a "Restricted Global Note") registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Notes. The Restricted Global Note") sold pursuant to Exempt Resales to Eligible Purchasers Note shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, funds to an account or accounts designated specified by the IssuersCompany or as the Company may direct in writing, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfertransfers. The Restricted Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the Notes at a purchase price of 92.0% of the aggregate principal amount of Notes set forth opposite at maturity thereof. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 20, 2005 (the “Closing Date”) at the New York offices of Xxxxxxx Xxxx & Xxxxx LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, at least one business day prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxxx Xxxxxxx Xxxx & Xxxxxxx, New York, New York Xxxxx LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than 10:00 a.m. one business day immediately preceding the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount of Series A Notes set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule I hereto. The purchase price for the Series A Notes will be $973.75 975.0 per $1,000 principal amount Series A Note. (b) Delivery of the Series A Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Lathxx & XxxxxxxXatkxxx, New Xxw York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17August 27, 1999 1997 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Series A Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Series A Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers (the "Global Note") shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, agrees severally and not jointly, jointly to purchase from the IssuersCompany, the principal that amount of Senior Notes set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule 3 hereto. The purchase price for the Senior Notes will shall be $973.75 per $1,000 97.750% of the principal amount Notethereof. (b) Delivery of to the Initial Purchasers of, and payment by the Initial Purchasers for, the Senior Notes shall be made, against payment of the purchase price therefor, made at the offices of Xxxxxx Lathxx & XxxxxxxXatkxxx, New York005 Xxxxx Xxxxxx, New York or Xxx Xxxx, XX 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., a.m. New York City time, on March 17February 24, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one One or more Senior Notes in definitive global form, (the "Global Securities"), registered in the name of Cede & Co.Co. (the "Global Security Holder"), as nominee of The the Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to the aggregate principal amount of the Senior Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, funds to an account or accounts designated specified by the IssuersCompany or as the Company may direct in writing, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfertransfers. The Global Note Securities shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and each the Initial Purchaser agreesPurchasers agree, severally and not jointly, to purchase from the Issuers, the Notes at a purchase price of 97.75% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. The purchase price and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of made at a Closing (the purchase price therefor, “Closing”) to be held at the offices of Xxxxxx & Xxxxxxx, New York10:00 a.m., New York time, on December 22, 2009 (the “Closing Date”) at the New York offices of Proskauer Rose LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time as reasonably acceptable to the Initial Purchasers). The Company shall be agreed upon by deliver to the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more certificates representing the Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or such names and denominations as the Initial Purchasers direct)may request, against payment by the Initial Purchasers of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer of immediately available funds, to an such bank account or accounts designated by as the Issuers, provided that the Issuers Company shall give at least one business days' prior written notice designate to the Initial Purchasers of at least two business days prior to the information required to effect such wire transferClosing Date. The Global Note certificates representing the Notes in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP (or such other location as shall be reasonably acceptable to the Initial Purchasers) not later than 9:30 a.m. on the 10:00 a.m., New York time, one business day immediately preceding prior to the Closing Date.. Notes 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.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, agrees severally and not jointly, jointly to purchase from the IssuersCompany, the principal that amount of Senior Subordinated Notes set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule 3 hereto. The purchase price for the Senior Subordinated Notes will shall be $973.75 per $1,000 53.818% of the principal amount Noteat maturity thereof. (b) Delivery of to the Initial Purchasers of, and payment by the Initial Purchasers for, the Senior Subordinated Notes shall be made, against payment of the purchase price therefor, made at the offices of Xxxxxx Lathxx & XxxxxxxXatkxxx, New York005 Xxxxx Xxxxxx, New York or Xxx Xxxx, XX 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., a.m. New York City time, on March 17February 24, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one One or more Senior Subordinated Notes in definitive global form, (the "Global Securities"), registered in the name of Cede & Co.Co. (the "Global Security Holder"), as nominee of The the Depository Trust Company ("DTC"), having an aggregate principal amount at maturity corresponding to the aggregate principal amount at maturity of the Senior Subordinated Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, funds to an account or accounts designated specified by the IssuersCompany or as the Company may direct in writing, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfertransfers. The Global Note Securities shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, agrees severally and not jointly, jointly to purchase from the IssuersCompany, the principal amount that number of Notes Units set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule I hereto. The purchase price for the Notes will Units shall be $973.75 516.3795 per $1,000 principal amount NoteUnit. (b) Delivery of, and payment of the Notes purchase price for, the Units shall be made, against payment of the purchase price thereforprice, at the offices of Xxxxxx Cleary, Gottlieb, Xxxxx & XxxxxxxXxxxxxxx, New York0 Xxxxxxx Xxxxx, New York Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., 10:00 A.M. New York City time, on March 17April 13, 1999 1998 or at such other time as shall be agreed upon by the Initial Purchasers Representative and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, Units sold to Eligible Purchasers will be represented by (x) one or more permanent global Notes in definitive global formdefinitive, fully registered form without interest coupons (each a "Restricted Global Note") registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes sold to QIBs and (y) one or more permanent global Warrants in definitive, fully registered form (each, a "Restricted Global Warrant"), having an aggregate number corresponding to the "Global Note") aggregate number of Warrants sold pursuant to Exempt Resales to Eligible Purchasers QIBs. The Units shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, funds to an account or accounts designated specified by the IssuersCompany or as the Company may direct in writing, provided PROVIDED that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers Representative of the information required to effect such wire transfertransfers. The Global Note Units shall be made available to the Initial Purchasers Representative for inspection not later than 9:30 a.m. 10:00 a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount amounts of Initial Notes set forth opposite the name of such Initial Purchaser on Exhibit A. B. The purchase price for the Initial Notes will be $973.75 965.5745 per $1,000 principal amount Initial Note. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the New York offices of Xxxxxx & Xxxxxxx, New York, New York Xxxxxxx or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17June 19, 1999 2002 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany; provided, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the selling restrictions, terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the principal amount Notes at a purchase price of Notes set forth opposite $72,750,000. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a Closing (the “Closing”) to be held at 10:00 a.m., New York City time, on March 17July 6, 1999 2006, or at such other time date as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany (the “Closing Date”), at the New York offices of Xxxxxx, Xxxxx & Xxxxxxx LLP. The time Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and date denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such delivery and payment are herein called bank account or accounts as the "Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Mayer, Brown, Xxxx & Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount of Initial Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Schedule II hereto. The purchase price for the Initial Notes will be $973.75 970 per $1,000 principal amount Noteof the Initial Notes. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & XxxxxxxXxxxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17September 29, 1999 2003 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "“Closing Date."” (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("“DTC"”), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "“Global Note"Notes”) sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, Company; provided that the Issuers Company shall give at least one two business days' ’ prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 5:00 p.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount of Notes Initial Securities set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule I hereto. The purchase price for the Notes Initial Securities will be $973.75 970 per $1,000 principal amount Noteof Initial Securities. (b) Delivery of the Notes Initial Securities shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Paul, Xxiss, Rifkind, Wharxxx & XxxxxxxXarrxxxx, New Xxw York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17December 1, 1999 1997 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, for the Initial Securities shall be made to the Company by wire or book-entry transfer of immediately available funds, same-day funds to an such account or accounts designated as the Company shall specify prior to the Closing Date or by such other means as the Issuers, provided that parties hereto shall agree prior to the Issuers shall give at least one business days' prior written notice Closing Date against delivery to the Initial Purchasers of the information required to effect such wire transfercertificates evidencing the Initial Securities. The Global Note Upon delivery, the Initial Securities shall be made available to in global form, registered in such names and in such denominations as the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make copies of one or more global certificates evidencing the Initial Securities available for inspection not later than 9:30 a.m. on by the business day immediately preceding Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the --------------------------- representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, Company the principal amount amounts of Restricted Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Schedule II hereto. The purchase price for the ----------- Restricted Notes will be $973.75 971.25 per $1,000 principal amount Restricted Note. (b) Delivery of the Restricted Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Xxxxx Xxxxxxxx & XxxxxxxXxxxxxx LLP, New York000 Xxxxx Xxxxxx, New York Xxx Xxxx, Xxx Xxxx or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17May 11, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Restricted Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Restricted Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers directdirects), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the selling restrictions, terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the principal amount Notes at a purchase price of Notes set forth opposite $165,293,100. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a Closing (the “Closing”) to be held at 10:00 a.m., New York City time, on March 17August 25, 1999 2005, or at such other time date as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany (the “Closing Date”), at the New York offices of Xxxxxx, Xxxxx & Xxxxxxx LLP. The time Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and date denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such delivery and payment are herein called bank account or accounts as the "Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Mayer, Brown, Xxxx & Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements contained in this Agreement, and subject to its terms and conditions, the Issuers agree : (a) The Company agrees to issue and sell to the several Initial Purchasers, and each of the Initial Purchaser agreesPurchasers agree, severally and not jointly, to purchase from the IssuersCompany, at a purchase price of 95.50% of the principal amount thereof, plus accrued interest, if any, from May 22, 2008 to the Closing Date, as defined below (the "Initial Price"), the aggregate amount of Firm Notes. The Company hereby grants to each of the Initial Purchasers an option to purchase all or any part of the Option Notes set forth opposite at the name Initial Price. The aggregate amount of Option Notes to be purchased by each of the Initial Purchasers shall be the same percentage of the Option Notes to be purchased by each of the Initial Purchasers as such Initial Purchaser is purchasing of the Firm Notes. Such option may be exercised in whole or in part at any time on Exhibit A. The purchase price for or before 12:00 noon, New York City time, on the business day before the Firm Notes will Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by each of the Initial Purchasers to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Notes Closing Date or at least two business days before the Option Notes Closing Date (as defined below), as the case may be, setting forth the aggregate amount of Option Notes to be $973.75 per $1,000 principal amount Notepurchased and the time and date (if other than the Firm Notes Closing Date) of such purchase. (b) Delivery of the Notes shall be made, against payment Payment of the purchase price thereforfor, and delivery of, the Firm Notes shall be made at the offices of Xxxxxx Xxxxxxxxxxx & XxxxxxxCo. Inc., New York000 Xxxxxxx Xxxxxx, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made Xxx Xxxx, Xxx Xxxx 00000, at 9:00 10:00 a.m., New York City time, on March 17the third business day following the date of this Agreement or at such time on such other date, 1999 not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Notes Closing Date”). In addition, in the event that any or all of the Option Notes are purchased by the Initial Purchasers, payment of the purchase price, and delivery of the certificates, for such Option Notes shall be made at the above-mentioned offices, or at such other time place as shall be agreed upon by the Initial Purchasers and the Issuers. The Company, on each date of delivery as specified in the notice from the Initial Purchasers to the Company (such time and date of such delivery and payment are herein called the "“Option Notes Closing Date”). The Firm Notes Closing Date and any Option Notes Closing Dates are called, individually, a “Closing Date” and, together, the “Closing Dates”." (c) Payment for the Notes shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company, against delivery of the Notes to the Representative for the respective accounts of the Initial Purchasers. (d) On each Closing Date, the Company will deliver to the Initial Purchasers, in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more Notes in definitive global form, registered in such names and in such denominations as the name of Cede & Co., as nominee of The Depository Trust Company ("DTC")Initial Purchasers shall request, having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by QIBs and Institutional Accredited Investors (the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), “Definitive Notes”) against payment by the Initial Purchasers of the purchase price therefor, therefor by wire transfer of immediately available fundssame-day funds to the account of the Company, to an account or accounts previously designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transferit in writing. The Global Note Definitive Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 5:00 p.m., New York City time, on the business day immediately preceding the each Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the Notes at a purchase price of 96.55% of the aggregate principal amount of Notes set forth opposite thereof. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on December 17, 2003, at the New York offices of Mayer, Brown, Xxxx & Maw LLP, or such other date, time or place as is mutually agreed to by the parties (the “Closing Date”). The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxxx Mayer, Brown, Xxxx & Xxxxxxx, New York, New York Maw LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than 10:00 a.m. one business day immediately preceding the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, (i) Senior Notes at a purchase price of $106,314,050 and (ii) Convertible Notes at a purchase price of $$47,025,000. Delivery to the Initial Purchaser of, and payment for, the principal amount Notes shall be made at a closing (the “Closing”) to be held at the New York offices of Notes set forth opposite White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on October 1, 2007 (the name of such Initial Purchaser on Exhibit A. The purchase price for the Notes will be $973.75 per $1,000 principal amount Note.“First Closing Date”) at 10:00 a.m. (b) Delivery In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Initial Purchaser to purchase up to $7,500,000 additional aggregate principal amount of Optional Additional Convertible Notes from the Company and the Guarantors at the purchase price equal to $7,053,750, plus accrued interest, if any, from the First Closing Date to the Option Closing Date (as defined below). The option granted hereunder may be exercised at any time and from time to time in whole or in part upon the giving of notice by the Initial Purchaser to the Company at any time within 30 days from the date of this Agreement. Such notice shall set forth the aggregate principal amount of Optional Additional Convertible Notes as to which the Initial Purchaser is exercising the option and the time and date for delivery of and payment for such Optional Additional Convertible Notes (which date and time may be simultaneous with, but not earlier than, the First Closing Date and shall be madedetermined by the Initial Purchaser and shall not be earlier than three or later than five full business days after delivery of notice). Any such time and date for delivery of and payment, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Initial Purchaser but shall not be earlier than three nor later than five full business days after delivery of notice of the Initial Purchaser’s election to exercise the option; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of such Optional Additional Convertible Notes. The First Closing Date and the Option Closing Date are each referred to herein as a “Closing Date.” If any Optional Additional Convertible Notes are to be purchased, the Company agrees to sell such Optional Additional Convertible Notes to the Initial Purchaser. The Initial Purchaser may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) In addition to the foregoing, the Company agrees to pay to the Initial Purchaser a commitment fee of $5,750,000. (d) The Company will deliver to the Initial Purchaser against several payment of the purchase price therefor(A) the Senior Notes to be offered and sold by the Initial Purchaser (i) in reliance on Regulation S (the “Regulation S Notes”) in the form of one or more permanent global notes, at in such denominations as the offices Initial Purchaser shall request, in registered form without interest coupons (the “Offered Regulation S Global Notes”), which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Xxxxxx & Xxxxxxx, Guaranty Trust Company of New York, New York or such other location Brussels office, as may be mutually acceptable. Such delivery operator of the Euroclear System (“Euroclear”), and payment shall be made at 9:00 a.m.Clearstream Banking, New York City timesociété anonyme, on March 17Luxembourg (“Clearstream, 1999 or at such other time as shall be agreed upon by the Initial Purchasers Luxembourg”) and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee for DTC, (ii) in reliance on Rule 144A under the Act (the “144A Senior Notes”) in the form of The Depository Trust Company one or more permanent global notes, in such denominations as the Initial Purchaser shall request, without interest coupons which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC and ("DTC"iii) to Accredited Investors in the form of one or more permanent global notes, in such denominations as the Initial Purchaser shall request, without interest coupons (the “AI Senior Notes” and, together with the 144A Senior Notes, the “Restricted Global Senior Notes”), having an aggregate amount corresponding which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC and (B) the Convertible Notes to be offered and sold by the aggregate principal amount of Initial Purchaser (i) in reliance on Rule 144A under the Notes Securities Act (the "“144A Convertible Notes”) in the form of one or more permanent global notes, in such denominations as the Initial Purchaser shall request, without interest coupons which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC and (ii) to Accredited Investors in the form of one or more permanent global notes, in such denominations as the Initial Purchaser shall request, without interest coupons (the “AI Convertible Notes” and, together with the 144A Convertible Notes, the “Restricted Global Note") sold pursuant to Exempt Resales to Eligible Purchasers Convertible Notes”), which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Global Notes, the Restricted Global Senior Notes and the Restricted Global Convertible Notes shall be delivered assigned separate CUSIP numbers. (e) Payment for the Regulation S Notes, the AI Senior Notes, the 144A Senior Notes, the AI Convertible Notes, and the 144A Convertible Notes shall be made by the Issuers Initial Purchaser in Federal (same day) funds by wire transfer to one or more accounts as the Company shall designate to the Initial Purchasers (or as Purchaser on the Initial Purchasers direct)Closing Date, against payment by delivery to the Initial Purchasers Trustee as custodian, for DTC of (i) the Offered Regulation S Global Notes representing all of the purchase price therefor, by wire transfer of immediately available funds, to an account or Regulation S Notes for the respective accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transferDTC participants for Euroclear and Clearstream, Luxembourg, (ii) the Restricted Global Senior Notes representing all of the 144A Senior Notes and AI Senior Notes, and (iii) the Restricted Global Convertible Notes representing all of the 144A Convertible Notes and the AI Convertible Notes. The Offered Regulation S Global Note shall Notes, the Restricted Global Senior Notes and the Restricted Global Convertible Notes will be made available for inspection at the above office of White & Case LLP at least 24 hours prior to the Initial Purchasers for inspection not later than 9:30 a.m. on First Closing Date and, with respect to the business day immediately preceding the Optional Additional Convertible Notes, each Option Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Cinemark agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCinemark, that aggregate principal amount of Series C Notes set forth opposite its name on Schedule I hereto. The Initial Purchaser shall pay a purchase price equal to 103% of the principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. The purchase price for the Notes will be $973.75 per $1,000 principal amount NoteSeries C Notes. (b) Delivery of the Notes shall be madeof, against and payment of the purchase price thereforfor, the Notes shall be made at the offices of Xxxxxx Akin, Gump, Strauss, Hauex & XxxxxxxXeld, New YorkX.L.P., New York or 1700 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., 9:30 a.m. New York City timetime on June 26, on March 17, 1999 1997 or at such other date and time as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCinemark. The time and date of such delivery and the payment of the purchase price are herein called the "Closing Date." (c) On the Closing Date, one or more of the Series C Notes in definitive global form, registered in such names and in such denominations as specified by the name of Cede & Co., as nominee of The Depository Trust Company ("DTC")Initial Purchaser at least two business days prior to such date, having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers $75,000,000 shall be delivered by the Issuers Cinemark to the Initial Purchasers Purchaser (or as the Initial Purchasers directPurchaser directs), against payment by the Initial Purchasers Purchaser of the purchase price therefor, therefor by wire transfer of immediately available funds, same day funds to an account or accounts designated by the IssuersCinemark, provided that the Issuers Cinemark shall give at least one two business days' prior written notice to the Initial Purchasers Purchaser of the information required to effect such wire transfer. The Global Note Series C Notes shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. New York City time on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) 3.1 On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, each of the Issuers agree Company and the Guarantors agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. 125,000 Units. The purchase price for the Notes Units will be $973.75 per $1,000 64.503% of the principal amount Noteat maturity of the Series A Notes. In connection with the Offering the Company agrees to reimburse the Initial Purchaser for up to $538,119 of its expenses. (b) 3.2 Delivery of the Notes Units shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Paul, Xxstings, Janoxxxx & XxxxxxxWalkxx XXX, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17July 30, 1999 1998 or at such other time as shall be agreed upon by the Initial Purchasers Purchaser, the Company and the IssuersGuarantors. The time and date of such delivery and payment are herein called the "Closing Date." (c) 3.3 On the Closing Date, one or more Notes Units in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") Units sold pursuant to Exempt Resales to Eligible Purchasers (collectively, the "Global Unit"), each Global Unit consisting of $125,000,000 aggregate principal amount at maturity of Notes in definitive form registered in the name of Cede & Co., as nominee of DTC (the "Global Note"), and one Warrant in definitive form to purchase 2,082,732 shares of Common Stock, registered in the name of Cede & Co., as nominee of DTC (the "Global Warrant") shall be delivered by the Issuers Company and the Guarantors to the Initial Purchasers Purchaser (or as the Initial Purchasers directPurchaser directs), against payment by the Initial Purchasers Purchaser of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers Purchaser of the information required to effect such wire transfer. The Global Note Unit shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. of the Securities and the Underwriters' Warrants. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and each Initial Purchaser agrees, severally and not jointly, the Underwriters agree to purchase from the IssuersCompany, the principal amount number of Notes Firm Shares as set forth opposite the its name of such Initial Purchaser on Exhibit A. The Schedule 1 annexed hereto, at a purchase price of between $6.00 and $7.00 per share, less a 10% discount for the Notes will be $973.75 per $1,000 principal amount Notecommissions. (b) Delivery of Certificates in definitive form for the Notes shall be madeFirm Securities that the Underwriters have agreed to purchase hereunder, against payment of and in such denomination or denominations and registered in such name or names as the purchase price therefor, Underwriters request upon notice to the Company at least 48 hours prior to the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Firm Closing Date, one or more Notes in definitive global formas hereinafter defined, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct)Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor, prices therefor by wire transfer of immediately available fundsfunds to a bank account specified by the Company. Such delivery of the Firm Securities shall be made at the offices of counsel for the Underwriters, 000 Xxxx Xxxxxx Xxxxx, xxxxx 0000, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York City time on ______ __, 2000 within ten (10) business days from the Effective Date, or at such other place, time or date as the Underwriters and the Company may agree upon, such time and date of delivery against payment being herein referred to an account or accounts as the "Firm Closing Date." The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriters, at such offices as may be designated by the IssuersUnderwriters, at least 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Shares, which options are exercisable by the Underwriters on behalf of and for the account of the Underwriters. The purchase price to be paid for any of the Option Shares shall be the same price per share for the Firm Securities set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within 45 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Underwriters 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 Shares as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Shares. Any such date of delivery shall be determined by the Underwriters but shall not be earlier than two business days or later than three 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 Underwriters and the Company may agree upon, is herein called the "Option Closing Date" with respect to such Option Shares. Upon exercise of the option as provided herein, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase from the Company, the Option Shares as to which the Underwriters are then exercising their option. If the option is exercised as to all or any portion of the Option Shares, certificates in definitive form for such Option Shares, 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 (b) of this Section 2, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (c), to refer to such Option Shares and Option Closing Date, respectively. (d) On the Firm Closing Date, the Company will further issue and sell to the Representative or, at the direction of the Representative, to bona fide officers of the Representative, for an aggregate purchase price of $100, warrants to purchase Common Stock (the "Underwriters' Warrant") entitling the holders thereof to purchase an aggregate of 100,000 shares of Common Stock for a period of four years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrant shall be exercisable at a price equal to 165% of the public offering price of the Common Stock, and shall contain terms and provisions more fully described hereinbelow and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrant to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions in the event of stock dividends, stock splits, mergers, sales of all or substantially all of the Company's assets, sales of stock below then prevailing market or exercise prices and other events, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrant. As provided in the Underwriters' Warrant Agreement, the Representative may direct that the Issuers shall give at least one business daysUnderwriters' prior written notice Warrant be issued in varying amounts directly to the Initial Purchasers bona fide officers and partners of the information required Representative, the Underwriters and to effect such wire bona fide officers and partners of the Underwriters and members of the selling group. As further provided, no sale, transfer. The Global Note , assignment, pledge or hypothecation of the Underwriters' Warrant shall be made available for a period of 12 months from the Effective Date, except (i) by operation of law or reorganization of the Company, or (ii) to the Initial Purchasers for inspection not later than 9:30 a.m. on Underwriters and bona fide partners and officers of the business day immediately preceding the Closing DateRepresentative, the Underwriters and selling group members.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements contained in this Agreement, and subject to its terms and conditions, the Issuers agree : (a) The Company agrees to issue and sell to the several Initial Purchasers, and each of the Initial Purchaser Purchasers agrees, severally and not jointly, to purchase from the IssuersCompany, at a purchase price of 100% of the principal amount thereof, plus accrued interest, if any, from November 10, 2009 to the Closing Date, as defined below (the “Initial Price”), the aggregate amount of Firm Notes. The Company hereby grants to each of the Initial Purchasers an option to purchase all or any part of the Option Notes set forth opposite at the name Initial Price. The aggregate amount of Option Notes to be purchased by each of the Initial Purchasers shall be the same percentage of the Option Notes to be purchased by each of the Initial Purchasers as such Initial Purchaser is purchasing of the Firm Notes. Such option may be exercised in whole or in part at any time on Exhibit A. The purchase price for or before 12:00 noon, New York City time, on the business day before the Firm Notes will Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by each of the Initial Purchasers to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Notes Closing Date or at least two business days before the Option Notes Closing Date (as defined below), as the case may be, setting forth the aggregate amount of Option Notes to be $973.75 per $1,000 principal amount Notepurchased and the time and date (if other than the Firm Notes Closing Date) of such purchase. (b) Delivery of the Notes shall be made, against payment Payment of the purchase price thereforfor, and delivery of, the Firm Notes shall be made at the offices of Xxxxxx Xxxxxxxxxxx & XxxxxxxCo. Inc., New York000 Xxxxxxx Xxxxxx, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made Xxx Xxxx, Xxx Xxxx 00000, at 9:00 10:00 a.m., New York City time, on March 17November 16, 1999 2009 or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representatives (such time and date of delivery and payment are called the “Firm Notes Closing Date”. In addition, in the event that any or all of the Option Notes are purchased by the Initial Purchasers, payment of the purchase price, and delivery of the certificates, for such Option Notes shall be made at the above-mentioned offices, or at such other time place as shall be agreed upon by the Initial Purchasers and the Issuers. The Company, on each date of delivery as specified in the notice from the Initial Purchasers to the Company (such time and date of such delivery and payment are herein called the "“Option Notes Closing Date." (c) On the ”). The Firm Notes Closing Date and any Option Notes Closing Dates are called, individually, a “Closing Date” and, one or more Notes in definitive global formtogether, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the “Closing DateDates”.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersIssuer, the $130,000,000 aggregate principal amount of Notes set forth opposite for a purchase price equal to the name aggregate principal amount thereof, net of such fees and commissions to the Initial Purchaser, in an amount equal to $122,402,959.76. Delivery to the Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a Closing (the “Closing”) to be held at 10:00 a.m., London time, on December 16, 2005 (the “Closing Date”) at the London office of Dechert LLP. The Closing Date and time and location of the Closing may be varied by agreement between the Initial Purchaser and the Issuer. The Issuer shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request at least two business days prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Issuer shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the offices London office of Xxxxxx & Xxxxxxx, New York, New York Dechert LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than the Issuers. The time and date close of such delivery and payment are herein called business one business day immediately preceding the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Issuer, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each Initial the Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Senior Notes. The purchase price for the Senior Notes will shall be $973.75 per $1,000 principal amount Note14,850,000. (b) Delivery of the Senior Notes shall be made, made against payment of the purchase price thereforprice, at the offices of Kronish, Lieb, Weiner & Xxxxxxx LLP, 0000 Xxxxxx & Xxxxxxxxx xxx Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., A.M. New York City time, on March 17July 30, 1999 1998 or at such other time as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany. Payment for the Senior Notes shall be made to the Company by wire transfers to an account previously designated to the Purchaser by the Company, provided that the Company shall give at least two business days' prior written notice to the Purchaser of the information required to effect such wire transfers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On Senior Notes sold to the Closing Date, Purchaser will be represented by one or more permanent global Senior Notes in definitive global formdefinitive, fully registered form without interest coupons (each a "Restricted Global Note", registered in the name of Cede & Co., as nominee of The the Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transferSenior Notes. The Restricted Global Note Notes shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree to issue and sell to the Initial Purchasers, and each the Initial Purchaser agrees, severally and not jointly, Purchasers agree to purchase from the Issuers, the principal amount of Series A Notes set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule I hereto. The purchase price for the Series A Notes will be $973.75 970 per $1,000 principal amount Series A Note. (b) Delivery of the Series A Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17December 24, 1999 1997 or at such other time as shall be agreed upon by the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Series A Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Series A Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers (the "Global Notes") shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, Company the principal amount amounts of Restricted Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Schedule II hereto. The purchase price for the Restricted Notes will be $973.75 $ per $1,000 principal amount Restricted Note. (b) . Delivery of the Restricted Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & XxxxxxxXxxxxxx LLP, New York000 Xxxxx Xxxxxx, New York Xxx Xxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17January 29, 1999 2004 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) " On the Closing Date, one or more Restricted Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Restricted Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the principal Units at a purchase price of $90,000,000. The Company agrees to pay a commission to Xxxxxxxxx & Company, Inc. in an amount equal to $1,950,000, which may be deducted by the applicable Initial Purchaser from the aggregate purchase price of Notes set forth opposite the name of Units to be paid by such Initial Purchaser. Delivery to the Initial Purchaser on Exhibit A. The purchase price of and payment to the Company for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes Units shall be mademade at a Closing (the "Closing") to be held at 10:00 a.m., New York time, on June 29, 2004 (the "Closing Date") at the New York offices of Xxxxx, Brown, Xxxx & Maw LLP. The Company shall deliver to the Initial Purchaser one or more Global certificates representing the Securities (other than Warrant Shares) in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Securities (other than Warrant Shares) in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxxx Mayer, Brown, Xxxx & Xxxxxxx, New York, New York Maw LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than 10:00 a.m. one business day immediately preceding the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." . Securities (cother than Warrant Shares) On to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the Issuers, the Company $30,000,000 in principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Notes. The purchase price for the Initial Notes will be $973.75 1,082.90 per $1,000 principal amount Initial Note, plus accrued interest from August 15, 2004. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Lxxxxx & XxxxxxxWxxxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17December 10, 1999 2004 or at such other time as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany. The time and date of such delivery and payment are herein called the "“Closing Date."” (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("“DTC"”), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "“Global Note"Notes”) sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers Purchaser (or as the Initial Purchasers directPurchaser directs), against payment by the Initial Purchasers Purchaser of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, Company; provided that the Issuers Company shall give at least one two business days' ’ prior written notice to the Initial Purchasers Purchaser of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. 5:00 p.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) . (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount amounts of the Initial Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Schedule III. The purchase price for the Initial Notes will be $973.75 975 per $1,000 principal amount Initial Note. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Lxxxxx & XxxxxxxWxxxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17April 22, 1999 2005 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "“Closing Date."” (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("“DTC"”), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "“Global Note"Notes”) sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, Company; provided that the Issuers Company shall give at least one two business days' ’ prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersIssuer, the $105,000,000 aggregate principal amount of Notes set forth opposite for a purchase price equal to the name aggregate principal amount thereof, net of such fees and commissions to the Initial Purchaser on Exhibit A. The purchase price in an amount equal to $5,150,000, of which $3,150,000 is commissions. Delivery to the Initial Purchaser of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on February 1, 2005 (the “Closing Date”) at the New York offices of Dechert LLP. The Closing Date and time and location of the Closing may be varied by agreement between the Initial Purchaser and the Issuer. The Issuer shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request upon at least two business days prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Issuer shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxxx & Xxxxxxx, New York, New York Dechert LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than the Issuers. The time and date close of such delivery and payment are herein called business one business day immediately preceding the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Issuer, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCompany, the principal amount of Series A Notes set forth opposite the its name of such Initial Purchaser on Exhibit A. Schedule I hereto. The purchase price for the Series A Notes will be $973.75 970 per $1,000 principal amount Series A Note. (b) Delivery of the Series A Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Hutchins, Wheeler & XxxxxxxDittmar, New YorkBoston, New York Massachusetts or such other location as may be mutually acceptableloxxxxxx xs xxx xx mutxxxxx xcceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17November 26, 1999 1997 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Series A Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Series A Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers (the "Global Notes") shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one business days' day's prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the principal amount of Series A Notes set forth opposite the name of such Initial Purchaser on Exhibit A. B. The purchase price for the Series A Notes will be $973.75 990 per $1,000 principal amount Series A Note. (b) Delivery of the Series A Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Lathxx & XxxxxxxXatkxxx, New Xxw York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17June 8, 1999 2001 or at such other time as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing DateCLOSING DATE." (c) On the Closing Date, one or more Series A Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Series A Notes (the "Global NoteGLOBAL NOTE") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers Purchaser (or as the Initial Purchasers directPurchaser directs), against 3 5 payment by the Initial Purchasers Purchaser of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers Purchaser of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the selling restrictions, terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the Notes at a purchase price of 100% of the principal amount of Notes set forth opposite thereof. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a closing (the "Closing") to be held at 10:00 a.m., New York time, on February 10, 2005 (the "Closing Date") at the New York offices of Mayer, Brown, Rowe & Maw LLP. As consideration for the placement of thx Xxtes and financial advisory services rendered, the Company agrees to pay to the Initial Purchaser the following fees: (i) $870,000, representing a commission on the placement of the Notes equal to 3.0% of the gross proceeds; and (ii) a financial advisory fee of $580,000; in each case due and payable on the Closing Date. The Initial Purchaser may net the above fees against the purchase price of the Notes. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, for your account registered in such names and denominations as the Initial Purchaser may request no later than 9:00 p.m. two days immediately preceding the Closing Date, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available federal funds bank wire transfer to the Escrow Account. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxxx Mayer, Brown, Rowe & Xxxxxxx, New York, New York Maw LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptabxx xo the Initial Purchasers and Purchaser) not later than 10:00 a.m. one business day immediately preceding the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the aggregate principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Notes. The purchase price for the Initial Notes will be $973.75 970.0 per $1,000 principal amount Initial Note. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & XxxxxxxXxxxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., a.m. New York City time, on March 17February 10, 1999 2005 or at such other time as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany. The time and date of such delivery and payment are herein called the "“Closing Date."” (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("“DTC"”), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "“Global Note"Notes”) sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered delivered, or caused to be delivered, by the Issuers Company to the Initial Purchasers Purchaser (or as the Initial Purchasers Purchaser direct), against payment by the Initial Purchasers Purchaser of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, Company; provided that the Issuers Company shall give at least one two business days' ’ prior written notice to the Initial Purchasers Purchaser of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. 5:00 p.m. New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each the Initial Purchaser agrees, severally and not jointly, Purchasers agree to purchase from the IssuersCompany, the $200,000,000 aggregate principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Series A Notes. The purchase price for the Series A Notes will be $973.75 970.00 per $1,000 principal amount Noteof Series A Notes. (b) Delivery of the Series A Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Vinsxx & XxxxxxxXlkixx X.X.P., New York2001 Xxxx Xxxxxx, New York Suite 3700, Dallas, Texas 75201, or such other location as may be mutually acceptableacceptable to the Initial Purchasers and the Company. Such delivery and payment shall be made at 9:00 a.m., 10:00 a.m. New York City time, on March 17June 4, 1999 1998 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one One or more Series A Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Series A Notes (the "Global Note") sold pursuant to Exempt Resales to the Eligible Purchasers (the "Global Notes") shall be delivered by the Issuers Company to Bear, Steaxxx & Xo. Inc. for the account of the Initial Purchasers (or as the Initial Purchasers directBear, Steaxxx & Xo. Inc. directs), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available in same-day funds, to an account or accounts designated by the IssuersCompany, provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree CAIC agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the IssuersCAIC, the principal amount of Initial Notes set forth opposite the name of such Initial Purchaser Purchaser's name on Exhibit A. Schedule II hereto. The purchase price for the Initial Notes will be $973.75 975.00 per $1,000 principal amount Noteof Initial Notes. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & XxxxxxxXxxxxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17December 15, 1999 2005 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCAIC. The time and date of such delivery and payment are herein called the "Closing DateCLOSING DATE." (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "Global NoteGLOBAL NOTES") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, CAIC; provided that the Issuers CAIC shall give at least one business days' day's prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the $31,000,000 aggregate principal amount of Notes set forth opposite for a purchase price of $30,860,778.75 which is equal to the name excess of such (x) the sum of (1) 98.751% of the aggregate principal amount thereof and (2) interest accrued thereon since August 1, 2005 over (y) the aggregate amount of fees and commissions to the Initial Purchaser on Exhibit A. The purchase price (the "Net Proceeds"). Delivery to the Initial Purchaser of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a Closing (the "Closing") to be held at 10:00 a.m., New York time, on December 16, 2005 (the "Closing Date") at the London offices of Dechert LLP. The Closing Date and time and location of the Closing may be varied by agreement between the Initial Purchaser and the Company. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request upon at least two business days prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the London offices of Xxxxxx & Xxxxxxx, New York, New York Dechert LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than the Issuers. The time and date close of such delivery and payment are herein called business one business day immediately preceding the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the each Initial PurchasersPurchaser, and each Initial Purchaser agrees, agrees severally and not jointly, jointly to purchase from the IssuersCompany, the aggregate principal amount of Notes set forth opposite the name of such Initial Purchaser Purchaser's name on Exhibit A. Schedule I hereto. The purchase price for the Notes will shall be $973.75 955.46 per $1,000 principal amount Note. (b) Delivery of the Notes shall be madeof, against and payment of the purchase price thereforfor, the Notes shall be made at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxxXxxxxx, New YorkP.C., New York 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 10:00 a.m., New York City time, on March 17February 18, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the IssuersCompany. The time and date of such delivery and payment are herein called the "Closing Date.". ------------ (c) On the Closing Date, Notes sold to QIBs will be represented by one or more permanent global Notes in definitive global formdefinitive, fully registered form without interest coupons (each a "Restricted Global Note", and in the aggregate, the "Global Notes") registered ---------------------- ------------ in the name of Cede & Co., as nominee of The the Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to the aggregate principal amount of the Notes (the "sold to QIBs. The Global Note") sold pursuant to Exempt Resales to Eligible Purchasers Notes shall be delivered by the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, funds to an account or accounts designated specified by the Issuers, Company or as the Company may direct in writing; provided that the Issuers Company shall give at least one two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfertransfers. The Global Note Notes shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. 10:00 a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. of the Securities and the Underwriters' Warrants. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and each Initial Purchaser agrees, severally and not jointlythe Underwriters agree, to purchase from the IssuersCompany, the principal amount number of Notes Firm Shares as set forth opposite the its name of such Initial Purchaser on Exhibit A. The Schedule 1 annexed hereto, at a purchase price of between $10.00 and $12.00, less a 7% discount for the Notes will be $973.75 per $1,000 principal amount Notecommissions. (b) Delivery of Certificates in definitive form for the Notes shall be madeFirm Securities that the Underwriters have agreed to purchase hereunder, against payment of and in such denomination or denominations and registered in such name or names as the purchase price therefor, Underwriters request upon notice to the Company at least 48 hours prior to the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Firm Closing Date, one or more Notes in definitive global formas hereinafter defined, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers (or as the Initial Purchasers direct)Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor, prices therefor by wire transfer of immediately available fundsfunds to a bank account specified by the Company. Such delivery of the Firm Securities shall be made at the offices of counsel for the Underwriters, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York City time on June 1999, within ten (10) business days from the Effective Date, or at such other place, time or date as the Underwriters and the Company may agree upon, such time and date of delivery against payment being herein referred to an account or accounts as the "Firm Closing Date." The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriters, at such offices as may be designated by the IssuersUnderwriters, at least 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Shares, which options are exercisable by the Underwriters on behalf of and for the account of the Underwriters. The purchase price to be paid for any of the Option Shares shall be the same price per share for the Firm Securities set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within 45 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Underwriters 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 Shares as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Shares. Any such date of delivery shall be determined by the Underwriters but shall not be earlier than two business days or later than three 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 Underwriters and the Company may agree upon, is herein called the "Option Closing Date" with respect to such Option Shares. Upon exercise of the option as provided herein, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase from the Company, the Option Shares as to which the Underwriters are then exercising its option. If the option is exercised as to all or any portion of the Option Shares, certificates in definitive form for such Option Shares, 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 (b) of this Section 2, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (c), to refer to such Option Shares and Option Closing Date, respectively. (d) On the Firm Closing Date, the Company will further issue and sell to the Underwriters or, at the direction of the Underwriters, to bona fide officers of the Underwriters, for an aggregate purchase price of $10, warrants to purchase Common Stock (the "Underwriters' Warrant") entitling the holders thereof to purchase an aggregate of 200,000 shares of Common Stock for a period of four years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrant shall be exercisable at a price equal to 150% of the public offering price of the Common Stock, and shall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrant to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions in the event of stock dividends, split mergers, sales of all or substantially all of the Company's assets, sales of stock below then prevailing market or exercise prices and other events, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrant. As provided in the Underwriters' Warrant Agreement, the Underwriters may designate that the Issuers shall give at least one business daysUnderwriters' prior written notice Warrant be issued in varying amounts directly to the Initial Purchasers bona fide officers of the information required to effect such wire Underwriters. As further provided, no sale, transfer. The Global Note , assignment, pledge or hypothecation of the Underwriters' Warrant shall be made available for a period of 12 months from the Effective Date, except (i) by operation of law or reorganization of the Company, or (ii) to the Initial Purchasers for inspection not later than 9:30 a.m. on Underwriters and bona fide partners, officers of the business day immediately preceding the Closing DateUnderwriters and selling group members.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the Notes at a purchase price of 96.7606% of the aggregate principal amount of Notes set forth opposite thereof. Delivery to the name of such Initial Purchaser on Exhibit A. The purchase price of and payment for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be mademade at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30, 2004 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor, therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one business day prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx & Xxxxxxx, New York, New York LLP (or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time place as shall be agreed upon by reasonably acceptable to the Initial Purchasers and Purchaser) not later than 10:00 a.m. one business day immediately preceding the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On . Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, one by or more Notes in definitive global formon behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and each the Initial Purchaser agrees, severally and not jointly, agrees to purchase from the IssuersCompany, the aggregate principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. Notes. The purchase price for the Initial Notes will be $973.75 970.0 per $1,000 principal amount Initial Note. (b) Delivery of the Initial Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & XxxxxxxXxxxxxx LLP, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17February 10, 1999 2005 or at such other time as shall be agreed upon by the Initial Purchasers Purchaser and the IssuersCompany. The time and date of such delivery and payment are herein called the "“Closing Date."” (c) On the Closing Date, one or more Initial Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("“DTC"”), having an aggregate amount corresponding to the aggregate principal amount of the Initial Notes (the "“Global Note"Notes”) sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered delivered, or caused to be delivered, by the Issuers Company to the Initial Purchasers Purchaser (or as the Initial Purchasers Purchaser direct), against payment by the Initial Purchasers Purchaser of the purchase price therefor, by wire transfer of immediately available same day funds, to an account or accounts designated by the Issuers, Company; provided that the Issuers Company shall give at least one two business days' ’ prior written notice to the Initial Purchasers Purchaser of the information required to effect such wire transfer. The Global Note Notes shall be made available to the Initial Purchasers Purchaser for inspection not later than 9:30 a.m. 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.