Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. (a) The issuance and sale of the Units to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser (such date referred to herein as the “Closing Date”). (b) Subject to the terms and conditions herein, at the Closing, the Company shall deliver to the Trustee one or more global certificates representing each of the Notes and Warrants, as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) The Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Purchaser (such date referred to herein as Company, that amount of Units set forth opposite its name on Schedule I hereto. The aggregate purchase price for the “Closing Date”)Units will be $145,500,000. (b) Subject to Delivery of the terms and conditions hereinUnits shall be made, against payment of the purchase price therefor, at the Closingoffices of Fried, Franx, Xxxxxx, Xxrixxx & Xacoxxxx, 0001 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on February 25, 1998 or at such other time as shall be agreed upon by the Company shall deliver Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date." (c) Units sold to the Trustee Regulation S Investors will initially be represented by one or more permanent Notes and one or more permanent Warrants, each in global certificates representing each form without interest coupons (a "Regulation S Global Note" and a "Regulation S Global Warrant," respectively, and together constituting one or more "Regulation S Global Units") registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel"), having an aggregate amount corresponding to the aggregate amount of the Units sold to Regulation S Investors. Units sold to QIBs will be represented by one or more permanent Notes and one or more permanent Warrants, each in global form without interest coupons (a "Restricted Global Note" and a "Restricted Global Warrant," respectively, and together constituting one or more "Restricted Global Units") registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate amount of the Units sold to QIBs. The Global Units shall be delivered by the Company to the Initial Purchasers (or as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the PurchaserInitial Purchasers direct), against payment by the Purchaser Initial Purchasers of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor, by wire transfer of immediately available funds bank wire transfer to such bank an account specified by the Company or accounts as the Company may direct in writing, provided that the Company shall have theretofore designated give at least two business days' prior written notice to the Purchaser. (c) Initial Purchasers of the information required to effect such wire transfers. The NotesGlobal Units, Global Notes and WarrantsGlobal Warrants shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m., as New York City time, on the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on business day immediately preceding the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Purchaser (Company, the aggregate principal amount of Notes set forth opposite such date referred to herein as Initial Purchaser's name on Schedule I hereto. The purchase price for the “Closing Date”)Notes shall be $973.75 per $1,000 principal amount Note. (b) Subject to Delivery of, and payment of the terms and conditions hereinpurchase price for, the Notes shall be made at the Closingoffices of Covad Communications Group, Inc., 2330 Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxx, XX 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on January 28, 2000 or at such other time as shall be agreed upon by the Company shall deliver Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date". (c) On the Closing Date, Notes sold by the Initial Purchasers to the Trustee QIBs and Reg S Investors will be represented by one or more Notes in definitive global certificates representing each form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to the aggregate principal amount of the Notes sold to such QIBs and WarrantsReg S Investors (collectively, as the case may be"Global Notes"). Notes sold by the Initial Purchasers to Accredited Investors will be represented by one or more Notes in definitive form, registered in the name of such names Accredited Investors, having an aggregate principal amount corresponding to the aggregate principal amount of the Notes sold to such Accredited Investors (collectively, the "Accredited Investor Notes"). The Global Notes and denominations the Accredited Investor Notes shall be delivered by the Company to the Initial Purchasers (or as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the PurchaserInitial Purchasers direct), against payment by the Purchaser Initial Purchasers of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor by wire transfer of immediately available funds bank wire transfer funds, to such bank an account specified by the Company or accounts as the Company may direct in writing; provided that the Company shall have theretofore designated give at least two business days' prior written notice to the Purchaser. (c) Initial Purchasers of the information required to effect such wire transfer. The NotesGlobal Notes and the Accredited Investor Notes shall be made available to the Initial Purchasers for inspection not later than 10:00 a.m., and WarrantsNew York City time, as on the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on business day immediately preceding the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties, agreements and covenants herein contained and subject to be purchased by the Purchaser pursuant terms and conditions herein set forth, the Company agrees to this Agreement shall occur at sell to each Purchaser, severally and not jointly, and each Purchaser, severally and not jointly, agrees to purchase from the Shanghai office of Weil, Gotshal & Xxxxxx LLPCompany, at 4:00 p.m.a purchase price of 100% of the aggregate principal amount thereof, Shanghai timethe aggregate principal amount of the Senior Notes set forth in Schedule I opposite the name of such Purchaser. Delivery to the Purchasers of, and payment for, the Senior Notes will be made at a closing (the “Closing”) to be held at 9:00 a.m., Eastern Time, on September 7February 13, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser 2017 (such date referred to herein as the “Closing Date”) at the offices of Holland & Knight LLP, 000 00xx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, X.X. 00000 (or at such other place as will be reasonably acceptable to the Purchasers). (b) Subject to the terms and conditions herein, at the Closing, the The Company shall will deliver to the Trustee respective Purchasers one or more global certificates representing each of Senior Notes in the Notes and Warrants, as the case may beform set forth on Exhibit A hereto, registered in such names and denominations as the Purchaser such Purchasers may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser)request, against payment by the Purchaser such Purchasers of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated will designate to the PurchaserPurchasers at least two business days prior to the Closing. (c) The NotesIn conjunction with and as additional (but independent) supporting evidence for certain of the covenants, representations and Warrantswarranties made by the Company herein, as at the case may beClosing, each the Company will deliver or cause to be represented by one or more global certificates in book-entry formdelivered to each Purchaser each of the following, the delivery of which will be deposited on a condition to the Closing DatePurchaser’s obligation to purchase the Senior Notes: (i) A copy, certified by the Secretary or on behalf Assistant Secretary of the Company, with of (1) the Trustee as common depositary certificate of formation of the Company, including all amendments thereto, (2) the bylaws of the Company and (3) the resolutions of the Board of Directors of the Company, including all amendments thereto, authorizing the execution, delivery and performance of the Documents; (ii) A good standing certificate of the Company issued by the Secretary of State of the State of Delaware dated no more than ten (10) days prior to the Closing Date; and (iii) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Documents and any other documents provided for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”in this Purchase Agreement, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name a sample of the Trustee for further credit to Purchaser’s accounttrue signature of each such officer.

Purchase, Sale and Delivery. (a) The issuance issue and sale of the Units Notes to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai Hong Kong office of Weil, Gotshal Sxxxxxx Xxxxxxx & Xxxxxx Bxxxxxxx LLP, at 4:00 p.m.on or about 9 a.m., Shanghai New York time, at a closing (the “"Closing”") on September 7August 31, 2007 2009 (the "Closing Date") or on such other time or Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser (such date referred Purchaser. At or prior to herein as the “Closing Date”). (b) Subject to the terms and conditions herein, at the Closing, the Company shall deliver (in the case of (i) and (ii), by way of book-entry transfer or otherwise) to the Trustee Purchaser (i) one or more global certificates representing each of the Tranche A Notes and Warrantsthe Tranche B Notes, as the case may be, each registered in such names and denominations as the Purchaser may request request, (on not less than two ii) one or more certificates representing the Stock Consideration Shares, free and clear of any Lien, and (2iii) Business Days prior written notice to the extent such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price US$5,000,000 in the amount set forth opposite such Purchaser’s name on Schedule I cash by immediately available funds federal bank wire transfer to such bank account or accounts as the Company Purchaser shall have theretofore designated to the Purchaser. Purchaser prior to the Closing (c) The the "Cash Consideration" and together with the Notes and the Stock Consideration, the "Company Consideration"), against delivery by book-entry transfer or otherwise by the Purchaser to the Company of each of the CSST I Notes in an aggregate principal amount of US$60,000,000 and the CSST II Notes in an aggregate principal amount of US$50,000,000 (each such Notes representing the entire outstanding CSST I Notes and the entire outstanding CSST II Notes, respectively) for further delivery to the Trustee for cancellation in accordance with the terms of the CSST I Indenture and Warrantsthe CSST II Indenture, as respectively (such CSST I Notes and CSST II Notes, the case may be, each to "Purchaser Consideration"). The Notes will be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, Date by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee Trustee. Upon registration with the Commission under the Act as provided herein, each of the Stock Consideration Shares and the Conversion Shares shall be approved for further credit to Purchaser’s accountlisting and quotation on the New York Stock Exchange (the "Trading Market").

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the terms and conditions contained herein, the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser pursuant agrees, severally and not jointly, to this Agreement shall occur purchase from the Company, the principal amounts at maturity of Senior Discount Notes set forth opposite the Shanghai office name of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing such Initial Purchaser on Schedule A hereto. The purchase price (the “Closing”"PURCHASE PRICE") on September 7, 2007 or on such other Business Day thereafter as may for the Senior Discount Notes shall be agreed upon in writing by the Company and the Purchaser (such date referred to herein as the “Closing Date”)$562.54 per $1,000 principal amount at maturity of Senior Discount Notes. (b) Subject Delivery of, and payment of the Purchase Price for, the Senior Discount Notes shall be made at the offices of Xxxxxx Xxxxxx Butowsky Xxxxxxx Xxxxxx & Xxxx, 000 Xxxx 00xx Xxxxxx, 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 July 28, 1998 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and the payment are herein called the "CLOSING DATE." One or more of the Senior Discount 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 terms and conditions hereinaggregate amount of the Senior Discount Notes sold pursuant to Exempt Resales to QIBs (the "144A GLOBAL NOTES") shall be delivered by the Company to the Initial Purchasers (or as the Initial Purchasers may direct) against payment by the Initial Purchasers of the Purchase Price thereof by wire transfer in same-day funds to an account specified by the Company or as the Company may direct in writing, at the Closing, PROVIDED that the Company shall deliver to the Trustee one or more global certificates representing each of the Notes and Warrants, as the case may be, registered in such names and denominations as the Purchaser may request (on not less than give at least two (2) Business Days business days' prior written notice to the extent such name is different from the Purchaser), against payment by the Purchaser Initial Purchasers of the aggregate Purchase Price in the amount set forth opposite information required to effect such Purchaser’s name on Schedule I by immediately wire transfers. The 144A Global Notes shall be made available funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) The NotesInitial Purchasers for inspection not later than 10:00 a.m. New York City time, and Warrants, as on the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on business day immediately preceding the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties, covenants and agreements contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser (agrees, severally and not jointly, to purchase from the Company, the principal amount of Initial Notes set forth opposite the name of such date referred Initial Purchaser on Exhibit C. In the event that any Initial Purchaser fails to herein as purchase all of its portion of the “Closing Date”)Initial Notes, the remaining Initial Purchasers shall be subject to the obligations set forth in Section 13(c) hereof. The purchase price for the Initial Notes will be $980 per $1,000 principal amount of Initial Notes. (b) Subject to On the terms and conditions herein, at the ClosingClosing Date, the Company shall deliver to the Trustee one Initial Purchasers, in such denomination or more global certificates representing each of the Notes denominations and Warrants, as the case may be, registered in such name or names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written Initial Purchasers requests upon notice to the extent such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer Company at least 48 hours prior to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) The Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by one or on behalf of the Companymore Initial Notes in definitive global form, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), 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 Trustee aggregate principal amount of the Initial Notes sold pursuant to Exempt Resales to QIBs (the “Global Note”) and (ii) if any Exempt Resales are made in reliance on Regulation S, one or more Senior Notes in definitive form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate amount of the Senior Notes, if any, sold pursuant to Exempt Resales in offshore transactions in reliance on Regulation S (the “Temporary Regulation S Global Note”), against payment of the purchase price therefor by wire transfer of same-day funds to the account of the Company, previously designated by it in writing. Such delivery of and payment for further credit the Initial Notes shall be made at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 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 November 3, 2006 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” The Global Note and the Temporary Regulation S Global Note shall be made available to Purchaser’s accountthe Initial Purchasers for inspection not later than 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) The issuance and sale of the Units or the Convertible Notes, as the case may be, to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7April 20, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser (such date referred to herein as the “Closing Date”). (b) Subject to the terms and conditions herein, at . At the Closing, the Company shall deliver to the Trustee Purchaser one or more global certificates representing each of the HY Notes and WarrantsWarrants or the Convertible Notes, as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) . The HY Notes, and WarrantsWarrants or the Convertible Notes, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė societe anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account. If at the Closing the Company shall fail to tender such Securities to the Purchaser as provided above in this Section 3, or any of the conditions to be fulfilled by the Company specified in Section 7(i) hereof shall not have been fulfilled to the satisfaction of the Purchaser, the Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Purchaser may have by reason of such failure or such nonfulfillment. If, subject to the satisfaction (or waiver by the Purchaser) by the Company of all of the conditions specified in Section 7(i), at the Closing, the Purchaser shall fail to make payment of the Purchase Price to, or as directed by, the Company as provided above in this Section 3, or any of the other conditions to be fulfilled by the Purchaser specified in Section 7(ii) shall not have been fulfilled to the satisfaction of (or waived by) the Company, the Company shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Company may have by reason of such failure or such non-fulfillment.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilrepresentations, Gotshal & Xxxxxx LLPwarranties, at 4:00 p.m.covenants and agreements, Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser (such date referred to herein as the “Closing Date”). (b) Subject but subject to the terms and conditions hereinconditions, set forth in this Agreement, at the Closings (as defined below), the Company agrees to sell and deliver to the Purchaser, and the Purchaser agrees to purchase from the Company, one or more Debentures in the aggregate principal amount of $50,000,000 at 100% of the principal amount (the "Purchase Price"). The Purchaser will designate to the Company the number and denominations of Debentures at least one business day prior to the Closing. The closings (the "Closings") for the consummation of the transactions contemplated by this Agreement shall take place at the offices of the Purchaser, as follows: (a) at the first closing (the "First Closing"), which shall occur simultaneously with the execution of this Agreement, subject to satisfaction of the conditions set forth in Section 5, the Company shall deliver issue to the Trustee one or more global certificates representing each Purchaser warrants to purchase an aggregate of 2,000,000 shares of Common Stock (the "Warrants"), (the terms of such Warrants to be evidenced by a warrant certificate in substantially the form of Exhibit B) and issue and deliver, and Purchaser shall purchase and pay for, $14,900,000 in principal amount of Debentures; and (b) at the second closing (the "Second Closing"), the Company shall issue and deliver, and Purchaser shall purchase and pay for, $35,100,000 in principal amount of the Notes Debentures. The Second Closing shall take place within five (5) business days after the date the parties receive the necessary clearances under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), subject to satisfaction of the conditions set forth in Section 5. Promptly after the date hereof, the parties shall make the necessary filings under the HSR Act, and Warrants, shall use their commercially reasonable efforts to obtain such clearances as promptly as possible.(such dates of the Closing being herein referred to as the case may be, registered in such names and denominations as "Closing Dates"). The applicable portions of the Purchaser may request (on not less than two (2) Business Days prior written notice Purchase Price shall be delivered to the extent such name is different from Company at each Closing by wire transfer of immediately available Federal funds (instructions for which will be provided by the Company to the Purchaser), against payment by the Purchaser receipt of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated to the PurchaserDebentures. (c) The Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Purchaser (Company, that number of Units set forth opposite such date referred to herein as Initial Purchasers name on Schedule I hereto. The purchase price for the “Closing Date”)Units shall be $970.00 per Unit. (b) Subject Delivery of, and payment of the purchase price for, the Units shall be made at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Suite 5800, Chicago, Illinois 60606, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10 a.m., New York City time, on May 21, 1998 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date." (c) Units sold to QIBs will be represented by one or more permanent global Units in definitive, fully registered form without interest coupons (each a "Global Unit") registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the terms and conditions herein, at aggregate amount of the Closing, the Company shall deliver Units sold to the Trustee QIBs. Each Global Unit will be comprised of one or more global certificates representing each of for the Notes (the "Global Notes") and one or more global certificates for the Warrants (the "Global Warrants" and, together with the Global Notes and Global Units, the "Global Securities"). The Global Securities shall be delivered by the Company to the Initial Purchasers (or as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the PurchaserInitial Purchasers direct), against payment by the Purchaser Initial Purchasers of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor, by wire transfer of immediately available funds bank wire transfer to such bank an account specified by the Company or accounts as the Company may direct in writing; provided that the Company shall have theretofore designated give at least two business days' prior written notice to the Purchaser. (c) Initial Purchasers of the information required to effect such wire transfers. The NotesGlobal Units, Global Notes and WarrantsGlobal Warrants shall be made available to the Initial Purchasers for inspection not later than 10:00 a.m., as New York City time, on the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on business day immediately preceding the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties, covenants and agreements contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, the principal amount of Initial Notes set forth opposite the name of such Initial Purchaser (such date referred on Exhibit C. In the event that any Initial Purchaser fails to herein as purchase all of its portion of the “Closing Date”)Initial Notes, the remaining Initial Purchasers shall be subject to the obligations set forth in Section 13(e) hereof. The purchase price for the Initial Notes will be $875.50 per $1,000 principal amount of Initial Notes. (b) Subject to On the terms and conditions herein, at the ClosingClosing Date, the Company shall deliver to the Trustee one Initial Purchasers, in such denomination or more global certificates representing each of the Notes denominations and Warrants, as the case may be, registered in such name or names and denominations as the Purchaser may Initial Purchasers request (on not less than two (2) Business Days prior written upon notice to the extent such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer Company at least 48 hours prior to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) The Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by one or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme more Initial Notes in definitive global form (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing FacilitiesGlobal Notes”), 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 Trustee aggregate principal amount of the Initial Notes sold against payment of the purchase price therefor by wire transfer of same-day funds to the account of the Company, previously designated by it in writing. Such delivery of and payment for further credit the Initial Notes shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 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 January 20, 2009 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” The Global Notes shall be made available to Purchaser’s accountthe Initial Purchasers for inspection not later than 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Issuers, 106,000 Units at a purchase price equal to $824.50 per Unit. Such amount, when paid, will represent full satisfaction of Holdings' obligations to the Initial Purchaser under Section 5(a) of the Letter Agreement dated January 17, 2003, between Holdings and the Initial Purchaser, as amended (the "Letter Agreement")). Delivery to the Initial Purchaser of and payment for the Units shall be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, made at a closing (the “"Closing”") to be held at 9:00 a.m., New York time, on September 7April 1, 2007 2003 or on such other Business Day thereafter date as may be agreed upon in writing by the Company Issuers and the Initial Purchaser shall mutually agree (such date referred to herein as the “"Closing Date”). (b") Subject to the terms and conditions herein, at the Closing, New York offices of Latham & Watkins LLP. The Issuers shall delivxx xx the Company shall deliver to the Trustee Xxxxxxl Purchaser one or more global certificates representing each of the Notes and Warrants, as the case may beUnits in definitive form, registered in such names and denominations as the Initial Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser)request, against payment by the Initial Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall have theretofore heretofore designated to the Initial Purchaser. . The certificates representing the Units in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Latham & Watkins LLP (cor such other place as shall be reasonably acxxxxxxle xx xxx Initial Purchaser) The Notes, and Warrants, as promptly as practicable prior to the case may be, each Closing. Units to be represented by one or more definitive global certificates securities in book-entry form, form will be deposited on the Closing Date, by or on behalf of the CompanyIssuers, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme The Depository Trust Company (or any successor securities agency"DTC") (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.Cede & Co.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilrepresentations, Gotshal & Xxxxxx LLPwarranties, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agreements and the Purchaser (such date referred to covenants herein as the “Closing Date”). (b) Subject contained and subject to the terms and conditions hereinherein set forth, the Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Issuers, 125,000 Units at a purchase price of $125,000,000. The Issuers will pay an underwriting fee in respect of the distribution of Units (the "COMMISSION") to the Initial Purchaser in the amount of $3,750,000. Delivery to the Initial Purchaser of and payment for the Units shall be made at a Closing (the "CLOSING") to be held at 10:00 a.m., New York time, on April 3, 2002 (the "CLOSING DATE") at the Closingoffices of Xxxxx, the Company Xxxxx, Xxxx & Maw. The Issuers shall deliver to the Trustee Initial Purchaser one or more global certificates representing each of the Notes and Warrants, as the case may beUnits in definitive form, registered in such names and denominations as the Initial Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser)request, against payment by the Initial Purchaser of the aggregate Purchase Price in purchase price therefor, net of the amount set forth opposite such Purchaser’s name on Schedule I Commission, by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall have theretofore designated designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Units in definitive form shall be made available to the Initial Purchaser for inspection at the offices of Mayer, Brown, Xxxx & Maw (or such other place as shall be reasonably acceptable to the Initial Purchaser. (c) The Notes, and Warrants, as not later than 10:00 a.m. one business day immediately preceding the case may be, each Closing Date. Units to be represented by one or more definitive global certificates securities in book-entry form, form will be deposited on the Closing Date, by or on behalf of the CompanyIssuers, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme The Depository Trust Company (or any successor securities agency"DTC") (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.Cede & Co.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties, agreements and covenants herein contained and subject to be purchased by the Purchaser terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.60% of the aggregate principal amount thereof, the aggregate principal amount of the Notes set forth in Schedule I opposite the name of such Underwriter, plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to this Agreement the provisions of Section 9 hereof. Delivery to the Underwriters of and payment for the Notes shall occur at the Shanghai office of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on September 7June 8, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser 2017 (such date referred to herein as the “Closing Date”). ) at the New York offices of Hxxxx Lovells US LLP (b) Subject or at such other place as shall be reasonably acceptable to the terms Representative); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 5 hereof and this Agreement has not otherwise been terminated by the Representative in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions herein, at the Closing, after notification by the Company shall deliver to the Trustee Representative of the satisfaction (or waiver) of such conditions. Payment for the Notes shall be made by wire transfer of immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of DTC, for the account of each Underwriter, of one or more global certificates notes representing each the Notes (collectively, the “Global Note”), with any transfer or other taxes payable in connection with the sale of the Notes duly paid by the Company. It is understood that each Underwriter has authorized the Representative, for their respective accounts, to accept delivery of, receipt for, and Warrantsmake payment of the purchase price for, the Notes which such Underwriter has agreed to purchase. The Representative, individually and not as representative of the case Underwriters, may be(but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Date, registered in but such names and denominations as the Purchaser may request (on payment shall not less than two (2) Business Days prior written notice relieve such Underwriter from its obligations hereunder. The Global Note shall be made available to the extent Representative for inspection at the New York offices of Hxxxx Lovells US LLP (or such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer to such bank account or accounts other place as the Company shall have theretofore designated be reasonably acceptable to the Purchaser. (cRepresentative) The Notes, and Warrants, as not later than 10:00 a.m. New York time one business day immediately preceding the case may be, each Closing Date. Securities to be represented by one or more global certificates in book-entry form, the Global Note will be deposited on the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), DTC or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.Cede & Co.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Purchaser (Company, that number of Units set forth opposite such date referred to herein as Initial Purchasers name on Schedule I hereto. The purchase price for the “Closing Date”)Units shall be $501.43 per Unit. (b) Subject Delivery of, and payment of the purchase price for, the Units shall be made at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 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 10:00 a.m., New York City time, on March 11, 1998 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date". ------------ (c) Units sold to Regulation S Investors will initially be represented by one or more temporary Units in global definitive, fully registered form without interest coupons (each a "Regulation S Global Unit") ------------------------ registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, --- --------- societe anonyme ("Cedel"), having an aggregate principal amount at maturity ----- corresponding to the terms aggregate principal amount at maturity of the Units sold to Regulation S Investors. Units sold to QIBs will be represented by one or more permanent global Units in definitive, fully registered form without interest coupons (each a "Restricted Global Unit", and conditions herein, at together with the ClosingRegulation S ---------------------- Global Unit, the Company shall deliver "Global Units") registered in the name of Cede & Co., as ------------ nominee of DTC, having an aggregate amount corresponding to the Trustee aggregate amount of the Units sold to QIBs. Each Global Unit will be comprised of one or more global certificates representing each of for the Notes (the "Global Notes") and one or more global ------------ certificates for the Warrants (the "Global Warrants" and, together with the --------------- Global Notes and Global Units, the "Global Securities"). The Global Securities ----------------- shall be delivered by the Company to the Initial Purchasers (or as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the PurchaserInitial Purchasers direct), against payment by the Purchaser Initial Purchasers of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor, by wire transfer of immediately available funds bank wire transfer to such bank an account specified by the Company or accounts as the Company may direct in writing; provided that the Company shall have theretofore designated give at least two business days' prior written notice to the Purchaser. (c) Initial Purchasers of the information required to effect such wire transfers. The NotesGlobal Units, Global Notes and WarrantsGlobal Warrants shall be made available to the Initial Purchasers for inspection not later than 10:00 a.m., as New York City time, on the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on business day immediately preceding the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser (agrees, severally and not jointly, to purchase from the Company, the principal amounts of Initial Notes set forth opposite the name of such date referred to herein as Initial Purchaser on Schedule I. The purchase price for the “Closing Date”)Initial Notes will be $962.50 per $1,000 principal amount Initial Note. (b) Subject to On the terms and conditions herein, at the ClosingClosing Date, the Company shall deliver to the Trustee one Initial Purchasers, in such denomination or more global certificates representing each of the Notes denominations and Warrants, as the case may be, registered in such name or names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written Initial Purchasers requests upon notice to the extent such name is different from the Purchaser), against payment by the Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer Company at least 48 hours prior to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) The Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by (i) one or on behalf of the Companymore Initial Notes in definitive global form, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), 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 Trustee aggregate principal amount of the Initial Notes sold pursuant to Exempt Resales to QIBs (the “Global Note”) and (ii) if any Exempt Resales are made in reliance on Regulation S, one of more Initial Notes in definitive form, registered in the name of Cede & Co., as nominee for further credit DTC, having an aggregate amount corresponding to Purchaser’s accountthe aggregate amount of the Initial Notes, if any, sold pursuant to Exempt Resales in offshore transactions in reliance on Regulation S (the “Temporary Regulation S Global Note”), against payment of the purchase price therefor by wire transfer of same-day funds to the account of the Company, previously designated by it in writing. Such delivery of and payment for the Initial Notes shall be made at the offices of Xxxxxx & Xxxxxxx 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 October 17, 2005 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” The Global Note and the Temporary Regulation S Global Note shall be made available to the Initial Purchasers for inspection not later than 4:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) The issuance issue and sale of the Units Notes to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7January 25, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser (such date referred to herein as the “Closing Date”). (b) Subject to the terms and conditions herein, at . At the Closing, the Company shall deliver to the Trustee Purchaser one or more global certificates representing each of the HY Notes and Warrants, as the case may beConvertible Notes, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser)request, against payment by the Purchaser of the aggregate Purchase Price purchase price in the amount set forth opposite such Purchaser’s name on Schedule I of $56.4 million for the HY Notes and the Convertible Notes by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) . The HY Notes and the Convertible Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee Trustee. The Common Stock is approved for further credit to Purchaser’s accountquotation on the OTC Bulletin Board (the “Trading Market”).

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties and covenants contained in this Agreement, and subject to be purchased by the Purchaser pursuant to this Agreement shall occur at the Shanghai office of Weilits terms and conditions, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing (the “Closing”) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Purchaser (such date referred to herein as Company, that amount of Units set forth opposite its name on Schedule I hereto. The purchase price for the “Closing Date”)Units shall be $1,000 per Unit. (b) Subject to Delivery of, and payment of the terms and conditions hereinpurchase price for, the Units shall be made, against payment of the purchase price, at the Closingoffices of Kronish, Lieb, Weiner & Hellxxx XXX, 1114 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 A.M. New York time, on September 29, 1997 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date." (c) Units sold to Regulation S Investors will initially be represented by one or more permanent Units in global definitive, fully registered form without interest coupons (each a "Regulation S Global Unit") registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel"), having an aggregate amount corresponding to the aggregate amount of the Units sold to Regulation S Investors. Units sold to QIBs will be represented by one or more permanent global Units in definitive, fully registered form without interest coupons (each a "Restricted Global Unit", and together with the Regulation S Global Unit, the Company shall deliver "Global Units") registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the Trustee aggregate amount of the Units sold to QIBs. Each Global Unit will be comprised of one or more global certificates representing each of for the Notes (the "Global Notes") and one or more global certificates for the Warrants (the "Global Warrants" and, together with the Global Notes and Global Units, the "Global Securities"). The Global Securities shall be delivered by the Company to the Initial Purchasers (or as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the PurchaserInitial Purchasers direct), against payment by the Purchaser Initial Purchasers of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor, by wire transfer of immediately available funds bank wire transfer to such bank an account specified by the Company or accounts as the Company may direct in writing, provided that the Company shall have theretofore designated give at least two business days' prior written notice to the Purchaser. (c) Initial Purchasers of the information required to effect such wire transfers. The NotesGlobal Units, Global Notes and WarrantsGlobal Warrants shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m., as New York City time, on the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on business day immediately preceding the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.

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 Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, the number of Units set forth opposite its name on Schedule 3(a) hereto. The issuance Initial Purchasers shall pay a purchase price equal to $967.50 per Unit. (b) Delivery of, and sale payment of the purchase price for, the Units shall be made at the offices of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., 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 9:30 a.m. Dallas time on September 23, 1997 or at such other date and time as shall be agreed upon by the Initial Purchasers and the Company. 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, (i) (A) one or more of the Series A Notes that are part of the Units, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), having an aggregate principal amount of $125,000,000 less the aggregate principal amount of the Series A Notes that are part of the Units to be purchased by the Purchaser pursuant resold in Exempt Resales to this Agreement shall occur at the Shanghai office of Weil, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, at a closing Regulation S Investors and (the “Closing”B) on September 7, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser (such date referred to herein as the “Closing Date”). (b) Subject to the terms and conditions herein, at the Closing, the Company shall deliver to the Trustee one or more global certificates representing each of the Series A Notes and Warrants, as the case may be, registered in such names and denominations as the Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser), against payment by the Purchaser that are part of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I by immediately available funds bank wire transfer to such bank account or accounts as the Company shall have theretofore designated to the Purchaser. (c) The Notes, and Warrants, as the case may be, each to be represented by one or more global certificates in book-entry form, will be deposited on the Closing Date, by or on behalf of the Company, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) (“Clearstream”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and Units registered in the name of Cede & Co. for the Trustee accounts of the Euroclear System and Cedel, S.A. having an aggregate principal amount equal to the aggregate principal amount of the Series A Notes that are part of the Units to be sold in Exempt Resales to Regulation S Investors (collectively, the "Global Note"), and (ii) (A) one or more of the Warrants that are part of the Units registered in the name of Cede & Co. as nominee of DTC for further credit to Purchaser’s account.125,000 Warrants less the aggregate number of Warrants that are part of the

Purchase, Sale and Delivery. (a) The issuance and sale On the basis of the Units representations, warranties, agreements and covenants herein contained and subject to be purchased by the terms and conditions herein set forth, the Co-Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser pursuant agrees to this Agreement shall occur at purchase from the Shanghai office of WeilCo-Issuers, Gotshal & Xxxxxx LLP, at 4:00 p.m., Shanghai time, the Notes at a closing purchase price of 92.635% of the aggregate principal amount at maturity thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on September 7February 12, 2007 or on such other Business Day thereafter as may be agreed upon in writing by the Company and the Purchaser 2008 (such date referred to herein as the “Closing Date”). ) at the offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location on which the Company and the Initial Purchaser mutually agree; provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (bor waiver) Subject of all such conditions after notification by the Co-Issuers to the terms and conditions herein, at Initial Purchaser of the Closing, the Company satisfaction (or waiver) of such conditions. The Co-Issuers shall deliver to the Trustee Initial Purchaser one or more global certificates representing each of the Notes and Warrants, as the case may bein definitive form, registered in such names and denominations as the Initial Purchaser may request (on not less than two (2) Business Days prior written notice to the extent such name is different from the Purchaser)request, against payment by the Initial Purchaser of the aggregate Purchase Price in the amount set forth opposite such Purchaser’s name on Schedule I purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Co-Issuers shall have theretofore designated 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 of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser. (c) The Notes, and Warrants, as not later than 10:00 a.m. one business day immediately preceding the case may be, each Closing Date. Notes to be represented by one or more definitive global certificates securities in book-entry form, form will be deposited on the Closing Date, by or on behalf of the CompanyCo-Issuers, with the Trustee as common depositary for Clearstream Banking, sociėtė anonyme (or any successor securities agency) The Depository Trust Company (“ClearstreamDTC”) and Euroclear Bank, S.A./N.V. (or any successor securities clearing agency) (“Euroclear”, together with Clearstream, the “Clearing Facilities”), or its designated custodian, and registered in the name of the Trustee for further credit to Purchaser’s account.Cede & Co.