Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. (a) Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “

Purchase, Sale and Delivery. (a) Upon the basis of the warranties and representations and subject Option Shares. The Company hereby grants an option to the Underwriters to purchase from it up to 750,000 Option Shares on the same terms and conditions herein set forth, the Company agrees to issue and sell as the Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, Shares; provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised only for the purpose of covering any over-allotments which may be made by them in the Representatives sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time time, and from time to time on or time, before the thirtieth day following expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereunder when the Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the option, and the date of delivery of said Option Shares, which date shall not be more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the option at any time, as to any unexercised portion thereof, by giving written notice to the CompanyCompany to such effect. Each You, as Representatives, shall make such notice shall set forth allocation of the aggregate number Option Shares among the Underwriters as may be required to eliminate purchases of Additional Securities as fractional Shares. Unless you elect to which take delivery of the option is being exercised and Option Shares by full FAST transfer to the date and time when Additional Securities are accounts at The Depository Trust Company designated by you, delivery of the Option Shares with respect to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercisedexercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per share purchase price to the Company by wire transfer of immediately available funds. The number Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of Additional Securities payment and delivery are called the "Option Closing Date." Any certificates for the Option Shares so to be sold delivered will be made available to each Underwriter shall be the number which bears the same proportion you for inspection at Xxxxxxx' Office at least one full business day prior to the aggregate number of Additional Securities being purchased Option Closing Date and will be in such names and denominations as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears you may request at least forty-eight hours prior to the aggregate number of Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Shares.

Purchase, Sale and Delivery. (a) Upon of the Common Stock and the Warrants. On the basis of the warranties representations, warranties, covenants, and representations and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees and the Underwriters, severally and not jointly, agree to purchase from the Company the respective numbers number of Firm Securities shares of Common Stock and Warrants set forth opposite the Underwriters' names in Schedule A hereto opposite its name at a 1 hereto. The purchase price per share of Common Stock to be paid by the Underwriters shall be $17.59 (__________ and the “Purchase Price”purchase price per Warrant to be paid by the Underwriters shall be $.225. The initial public offering price of the Common Stock shall be $__________ and the initial public offering price of the Warrants shall be $.25. Payment for the Common Stock and Warrants by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representative, or at such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Common Stock and Warrants to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a). The Company is advised by time and date of such delivery and payment are herein called the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. "Closing Date." In addition, the Company hereby grants to the Underwriters Representative the option to purchasepurchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, and upon at the same purchase price per Additional Security as the price per share of Common Stock or Warrant provided for in this Section 3. The Representative may purchase Common Stock and/or Warrants when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the warranties representations, warranties, covenants, and representations and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth 60th day following the date hereofEffective Date of the Registration Statement, by written notice by the Representative to the Company. Each such Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised exercised, and the date time and time date, as determined by the Representative, when such Additional Securities are to be delivered (any such time and date and time being are herein referred to as called an “additional time of purchase”); "Additional Closing Date"); provided, however, that an additional time of purchase no Additional Closing Date shall not be (i) earlier than the time of purchase (as defined below) or (ii) later Closing Date nor earlier than the tenth Business Day third business day after the date on which the notice of the exercise of the option shall have been exercised. The number given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities to be sold to each Underwriter by the Representative. Payment for the Additional Securities shall be the number which bears the same proportion made by certified or official bank check in clearing house funds payable to the aggregate number order of the Company at the offices of the Representative, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Securities being to you. Certificates for the Common Stock and Warrants and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Securities set forth opposite shares of Common Stock and Warrants agreed to be purchased by such Underwriter, the name Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such Underwriter on Schedule A hereto bears notice, to the aggregate number of Firm Securities (subjectpurchase or procure one or more other Underwriters to purchase, in each casesuch proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, to the Common Stock and Warrants which such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “defaulting Underwriter or Underwriters agreed to

Purchase, Sale and Delivery. (a) Upon of the Stock and the Additional Stock. ------------------------------------------------------------------- On the basis of the warranties representations, warranties, covenants, and representations and agreements of the Company, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees agree to purchase from the Company Company, the numbers of shares of Stock set opposite the respective numbers names of Firm Securities set forth the Underwriters in Schedule A hereto opposite its name at a I attached hereto. The purchase price of the Stock to be paid by the several Underwriters shall be $_____________. The public offering price per share of the Stock shall be $17.59 ____. Payment for the Stock by the Underwriters shall be made by certified or official bank check or checks drawn upon or by a New York Clearing House bank, or by wire transfer, and payable in next-day funds to the order of the Company at the offices of Xxxxxxx Bros., L.P., 000 Xxxxx Xxxxxx - 25th Floor, New York, New York, or at such other place in the New York City metropolitan area as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Stock to you for the respective accounts of the Underwriters. Such delivery and payment shall be made at 10:00 a.m., New York City time, on February __, 2000 (unless such time and date is postponed in accordance with the “Purchase Price”provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between you and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Certificates for the Stock shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days' prior to the Closing Date. The Company is advised by shall permit you to examine and package such certificates for delivery at least one full business day prior to the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the ProspectusClosing Date. In addition, the Company hereby grants to the several Underwriters the option to purchasepurchase all or a portion of the Additional Stock as may be necessary to cover over-allotments, and upon at the same purchase price per share to be paid by the several Underwriters to the Company for the Stock as provided for in this Section 3. The Additional Stock shall be purchased by the several Underwriters from the Company as provided herein, pro rata in accordance with the ratio which the number of shares of Stock set forth opposite such Underwriter's name on Schedule I bears to the total number of shares of Stock, subject to adjustment to avoid fractional shares. This option may be exercised only to cover over- allotments in the sale of shares by the several Underwriters. This option may be exercised by you on the basis of the warranties representations, warranties, covenants, and representations and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the effective date hereofof the Registration Statement, by written notice by you to the Company. Each such Such notice shall set forth the aggregate number of shares of Additional Securities Stock as to which the option is being exercised and the date time and time date, as determined by you, when such Additional Securities are Stock is to be delivered (any such time and date and time being are herein referred to as called an “additional time of purchase”); "Additional Closing Date"); provided, however, that an additional time of purchase no Additional Closing Date shall not be (i) earlier than the time of purchase (as defined below) or (ii) later -------- ------- Closing Date nor earlier than the tenth Business Day second business day after the date on which the notice of the exercise of the option shall have been exercisedgiven nor later than the third business day after the date on which such notice shall have been given. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check or checks drawn upon or by a New York Clearing House bank, or by wire transfer, and payable in next-day funds to the order of the Company at the offices of Xxxxxxx Bros., L.P., 800 Third Avenue, New York, New York, or at such other place in the New York City Metropolitan Area as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to you for the respective accounts of the Underwriters. Certificates for the Additional Stock shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days' prior to the Additional Closing Date with respect thereto. The number of Additional Securities Company shall permit you to be sold to each Underwriter shall be the number which bears the same proportion examine and package such certificates for delivery at least one full business day prior to the aggregate number of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Closing Date with respect thereto.

Purchase, Sale and Delivery. (a) Upon On the basis of the --------------------------- representations, warranties and representations covenants contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell the Firm Securities to the Underwriterseach Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Company, the number of Firm Shares set forth opposite its name on Schedule I hereto. The purchase price for the Firm Shares shall be $25.00 per share. The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Initial Purchasers, and, upon the basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Initial Purchasers shall have the right to purchase from the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Shares, at the purchase price per Depository Share, pursuant to an option (the "over-allotment -------------- option") which may be exercised at any time and from time to time prior to 10:00 ------ p.m., New York City time, on the 30th day after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 900,000 Additional Shares. Upon any exercise of the over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number of Additional Securities Shares (subject to such adjustments as the Initial Purchasers may determine in order to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, avoid fractional Depository Shares) that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Securities being Shares to be purchased by the Initial Purchasers as the number of Firm Securities Shares set forth opposite the name of such Underwriter Initial Purchaser on Schedule A I hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Shares.

Purchase, Sale and Delivery. (a) Upon of the Firm Stock and the Additional Stock. On the basis of the warranties representations, warranties, covenants, and representations and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company Company, all of the respective numbers shares of Firm Securities set forth in Schedule A hereto opposite its name at a Stock. The purchase price per share of Firm Stock to be paid by the Underwriter shall be $17.59 (____. The initial public offering price per share of Firm Stock shall be $____. Payment for the “Purchase Price”Firm Stock by the Underwriter shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company at the offices of Barington Capital Group, L.P., 888 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place in the New York City Metropolitan Area as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to you for the account of the Underwriter. Such delivery and payment shall be made at 10:00 A.M., New York City Time, on the third business day following the commencement of the initial public offering, as defined in Section 11(a), or at such other time as shall be agreed upon between you and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Certificates for the Firm Stock shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company is advised by shall permit you to examine and package such certificates for delivery at least one full business day prior to the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the ProspectusClosing Date. In addition, the Company hereby grants to the Underwriters Underwriter the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, purchase all or less than all a portion of the Additional Securities at Stock Payment for the Purchase Price, provided, however, that the amount paid Additional Stock by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion made by certified or official bank check in New York Clearing House funds payable to the aggregate number order of the Company at the offices of Barington Capital Group, L.P., 888 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place in the New York City Metropolitan Area as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Additional Securities being purchased Stock to you for the account of the Underwriter. Certificates for the Additional Stock shall be registered in such name or names and in such authorized denominations as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears you may request in writing at least two full business days prior to the aggregate number of Firm Securities (subject, in each case, Additional Closing Date with respect thereto. The Company shall permit you to examine and package such adjustment as certificates for delivery at least one full business day prior to the Representatives may determine to eliminate fractional shares). As used herein “Additional Closing Date with respect thereto.

Purchase, Sale and Delivery. (a) Upon On the basis of the representations, warranties and representations covenants contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell the Firm Securities to the Underwriterseach Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Company, the number of Firm Shares set forth opposite its name on Schedule I hereto. The purchase price for the Firm Shares, shall be $24.25 per share. The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Initial Purchasers, and, upon the basis of the Underwritersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Initial Purchasers shall have the right to purchase from the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Shares, at the purchase price per Depositary Share of $24.25, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 10:00 p.m., New York City time, on the 30th day after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 1,200,000 Additional Shares. Upon any exercise of the over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number of Additional Securities Shares (subject to such adjustments as the Initial Purchasers may determine in order to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, avoid fractional Depositary Shares) that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Securities being Shares to be purchased by the Initial Purchasers as the number of Firm Securities Shares set forth opposite the name of such Underwriter Initial Purchaser on Schedule A I hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Shares.

Purchase, Sale and Delivery. (a) Upon On the basis of the representations, warranties and representations covenants contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell the Firm Securities to the Underwriterseach Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Company, that amount of Senior Notes set forth opposite its name on Schedule I hereto. The purchase price for the Senior Notes shall be 97.75% of the Underwritersprincipal amount thereof. The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Initial Purchasers, and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Initial Purchasers shall have the right to purchase from the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Notes, at the purchase price per note of 97.75% of the principal amount thereof plus accrued interest from the date of issuance of the Firm Notes to the date of closing of the Additional Notes, pursuant to an option (the "over-allotment option") which may be exercised at any one time prior to 10:00 a.m., New York City time, on the 30th day after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate principal amount of $50,000,000 of Additional Notes. Upon any exercise of the over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number of Additional Securities Notes (subject to such adjustments as the Initial Purchasers may determine in order to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, avoid fractional Notes) that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Securities being Notes to be purchased by the Initial Purchasers as the number of Firm Securities Notes set forth opposite the name of such Underwriter Initial Purchasers as the number of Firm Notes set forth opposite the name of such Initial Purchaser on Schedule A I hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Notes.

Purchase, Sale and Delivery. (a) Upon On the basis of the warranties representations, warranties, agreements and representations covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company Company, the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 2.071875 per Firm Share (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon On the basis of the warranties representations, warranties, agreements and representations covenants herein contained and subject to the terms and conditions herein set forth, the Underwriters Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the purchase up to 1,612,500 Additional Securities Shares at the Firm Share Purchase Price and up to 1,612,500 Additional Warrants at the Firm Warrant Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal . You may exercise this right with respect to any dividends declared by the Company and payable on the Firm Shares but not payable on such just Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and , just Additional Warrants or both, in whole or from time to time on or before in part by giving written notice of each election to exercise the thirtieth day following option not later than 30 days after the date hereof, by written notice to the Companyof this Agreement. Each such Any exercise notice shall set forth specify the aggregate number of Additional Securities as to which the option is being exercised Shares, if any, and the date and time when number of Additional Securities are Warrants, if any, to be delivered (any such date purchased by the Underwriter and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which such securities are to be purchased. Each purchase date must be at least one business day after the option shall have been exercisedwritten notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. The Additional Shares and Additional Warrants may be purchased as provided in this Section solely for the purpose of covering over-allotments made in connection with the offering for the Firm Securities. On each day, if any, that Additional Shares and Additional Warrants are to be sold (an “Option Closing Date”), the Underwriter agrees to purchase the number of Additional Shares and Additional Warrants specified in the notice of exercise. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 180 days after the date of the Final Prospectus (the “Restricted Period”), (a) for its own account, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offering for its own account of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iv) issuances to employees or directors. Payment for the Firm Securities to be sold to each Underwriter by the Company shall be made to the number which bears Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firm Securities for the account of the Underwriter through the facilities of The Depository Trust Company. Such payment and delivery shall be made at 10:00 A.M., New York City time, on June 5, 2006, or at such other time on the same proportion day or such other date, not later than June 5, 2006, as you and the Company shall agree upon. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the aggregate number Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Securities being purchased Shares and Additional Warrants for the account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified in the corresponding notice or at such other time on the same or on such other date, in any event not later than July 5, 2006, as shall be designated in writing by you. The Firm Securities, the Additional Shares and the Additional Warrants shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the number case may be. The Firm Securities, the Additional Shares and the Additional Warrants shall be delivered to you through the facilities of Firm Securities set forth opposite The Depository Trust Company on the name Closing Date or an Option Closing Date, as the case may be, for the account of such Underwriter on Schedule A hereto bears the Underwriter, with any transfer taxes payable in connection with the transfer of the Shares and the Warrants to the aggregate number Underwriter duly paid, against payment of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “purchase price therefor.

Purchase, Sale and Delivery. (a) Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 97.5% of the principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from February 1, 2021 to the First Closing Date (as defined below). The Company is advised by the Representatives Representative that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, plus accrued interest, if any, from February 1, 2021 to the date of payment and delivery, provided, however, that the amount paid Additional Securities may be purchased by the Underwriters Underwriter only for any the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on sold or delivered unless the Firm Shares but not payable on such Additional SharesSecurities previously have been, or simultaneously are, sold and delivered. This option may be exercised by the Representatives Representative on behalf of the Underwriters at any time and from time to time on or before the thirtieth thirteenth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number principal amount of Additional Securities as to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number principal amount of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number principal amount of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional shares). As used herein “

Purchase, Sale and Delivery. (a) Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $17.59 6.468 (the “Purchase Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised and the date and time when Additional Securities are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which the option shall have been exercised. The number of Additional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “