Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Company, the Securities at a purchase price of 97.0% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "Closing") to be held at 10:00 a.m., New York time, on May 19, 2010 (the "Closing Date") at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Company, the Securities at a purchase price of 97.097.374% (which reflects the offering price to Subsequent Purchasers of 99.249% less the Initial Purchasers’ discount of 1.875% and excludes offering expenses) of the aggregate principal amount thereof. In addition, the Company agrees to pay to the Representatives on the Closing Date (as hereinafter defined) an incentive fee of $1,000,000, $500,000 of which will be payable to Jefferies & Company, Inc. and the other $500,000 of which will be payable to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York time, on May 19April 5, 2010 2011 (the "“Closing Date"”) at the New York offices of White Xxxxxx & Case Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York Los Angeles offices of White Xxxxxx & Case Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers Purchasers, severally and not jointly, agree to purchase from the CompanyIssuer in the respective amounts set forth on Schedule I hereto, $250,000,000 aggregate principal amount of the Securities at a purchase price of 97.0100% of the aggregate principal amount thereof, but subject to the payment by the Issuer of the fees set forth in the Fee Letter. Delivery to the Initial Purchasers of of, and payment for for, the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York City time, on May 19October 5, 2010 2015 (the "“Closing Date"”) at the New York offices of White Xxxxxxx Xxxx & Case Xxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, "“Closing Date" ” shall mean 10:00 a.m. New York City time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company Issuer shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor on the Closing Date by immediately available federal funds bank wire transfer to such bank account or accounts as the Company Issuer shall designate to the Initial Purchasers at least two one business days day prior to the ClosingClosing Date; provided, that on the Closing Date, $50,000,000 of the cash proceeds from the issuance of the Securities (the “Reserved Funds”) shall be deposited in a blocked deposit account of the Company maintained at Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), which deposit account shall not be able to be accessed by the Company and shall be subject to a Control Agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the Company and such bank or financial institution pursuant to which such institution shall irrevocably agree, among other things, that (i) it will comply at any time with the instructions originated by the Collateral Agent (or its designee) to such bank or financial institution directing the disposition of such cash and other items from time to time credited to such account, without further consent of the Company, (ii) it will not comply with the instructions originated by the Company without the prior written consent of the Collateral Agent, (iii) all cash, securities and other items of the Company deposited in such account with such institution shall be subject to a perfected, first priority security interest in favor of the Collateral Agent (or its designee), and (iv) any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance shall be fully waived as against the Collateral Agent (or its designee). The Company hereby acknowledges and agrees that the Collateral Agent is authorized at all times to use all or any part of the Reserved Funds to pay all amounts required pursuant to the Existing Secured Notes Indenture to pay the Existing Secured Notes in full in cash in order for the Collateral Agent (as defined in the Existing Secured Notes Indenture) to release all Liens securing the Existing Secured Notes. Company further hereby acknowledges and agrees that the Reserved Funds constitute Collateral which secure the Secured Obligations. Promptly after the Collateral Agent receives evidence, in form and substance satisfactory to the Collateral Agent, that (x) all obligations with respect to the Existing Secured Notes have been repaid in full and (y) the Collateral Agent (as defined in the Existing Secured Notes Indenture) has released all Liens securing the Existing Secured Notes (the “Lien Release Date”), the Collateral Agent will consent to the withdrawal of the Reserved Funds from such account and the deposit thereof in another deposit account of the Company as elected in writing by the Company (but subject to (A) the Company’s requirement to maintain $50,000,000 at Xxxxx Fargo in accordance with Section 4(q)(iii) of the Pledge and Security Agreement and (B) such deposit account being subject to a Control Agreement if such withdrawal occurs on or after the Control Agreement Date (as defined in the Pledge and Security Agreement)). The parties hereto agree that the failure to timely comply with the foregoing provisions shall constitute an Event of Default. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White Xxxxxxx Xxxx & Case Xxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York City time one business day immediately preceding the Closing Date. The certificates representing the Securities to be represented by one or more definitive global securities in book-entry form will be deposited delivered to the Purchasers on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, and the Initial Purchasers agree agree, severally and not jointly, to purchase from the Company, the Securities at a purchase price of 97.098% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York City time, on May 19March 12, 2010 2013 (the "“Closing Date"”) at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company to the Initial Purchasers Representative of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers Representative one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Representative at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentative) not later than 10:00 a.m. a.m., New York time City time, one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Company, the Securities Notes at a purchase price of 97.093.375% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities Notes shall be made at a closing Closing (the "“Closing"”) to be held at 10:00 a.m., New York time, on May 19December 23, 2010 2009 (the "“Closing Date"”) at the New York offices of White & Case LLP (Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as shall be reasonably acceptable to location on which the Company and the Initial Purchasers)Purchasers 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 and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its termshereof, "“Closing Date" ” shall mean 10:00 a.m. a.m., New York time time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Securities Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.Co. The Company shall deliver to the Initial Purchasers beneficial interest in the Notes held at DTC, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. Signed copies of the Notes in definitive form shall be made available to the Initial Purchasers 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 Purchasers) not later than 10:00 a.m. one business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, and the Initial Purchasers agree agree, severally and not jointly, to purchase from the Company, the Securities at a purchase price of 97.0*% of the aggregate principal amount thereofthereof plus accrued interest from August 15, 2015 to the Closing Date (as hereinafter defined). Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York City time, on May 19September 21, 2010 2015 (the "“Closing Date"”) at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company to the Initial Purchasers Representatives of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers Representatives one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Representatives at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentatives) not later than 10:00 a.m. a.m., New York time City time, one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, and the Initial Purchasers agree agree, severally and not jointly, to purchase from the Company, the Securities at a purchase price of 97.0*% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York City time, on May 19February 16, 2010 2016 (the "“Closing Date"”) at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company to the Initial Purchasers Representatives of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers Representatives one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Representatives at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentatives) not later than 10:00 a.m. a.m., New York time City time, one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agree agree, severally but not jointly, to purchase from the Company, the Securities at a purchase price of 97.0100% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 9:00 a.m., New York time, on May 19April 2, 2010 2014 (the "“Closing Date"”) at the New York offices of White & Case Xxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, "“Closing Date" ” shall mean 10:00 9:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. As compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities, the Company agrees to pay the Initial Purchasers a commission in the amount of 1.30% of the aggregate principal amount of the Securities on the Closing Date. The Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal (same day) funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closingtransfer. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White & Case Xxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 9:00 a.m. New York time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the several Initial Purchasers, and the each Initial Purchasers agree Purchaser agrees, severally and not jointly, to purchase from the CompanyIssuers, the aggregate principal amount of the Offered Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 97.098.294% of the aggregate principal amount thereofthereof plus accrued interest, if any, from June 3, 2014 to the Closing Date. Delivery to the Initial Purchasers of and payment for the Offered Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York time, on May 19June 3, 2010 2014 (the "“Closing Date"”) at the New York offices of White Cravath, Swaine & Case Xxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentative); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company Issuers to the Initial Purchasers Representative of the satisfaction (or waiver) of such conditions. The Company Issuers shall deliver to the nominee of the Depository Trust Company (“DTC”), for the account of the Initial Purchasers Purchasers, one or more certificates representing the Offered Securities in definitive form, registered in such names and denominations as the Initial Purchasers Representative may request, against payment by the Initial Purchasers Representative of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall designate to the Initial Purchasers Representative at least two business days prior to the Closing. The certificates representing the Offered Securities in definitive form shall be made available to the Initial Purchasers Representative for inspection at the New York offices of White Cravath, Swaine & Case Xxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentative) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. The Offered Securities to will be represented by one or more definitive global securities in book-entry form and will be deposited on the Closing Date, by or on behalf of the CompanyIssuers, with The Depository Trust Company ("DTC") DTC or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Purchaser, severally and not jointly, and the Initial Purchasers agree each Purchaser, severally and not jointly, agrees to purchase from the Company, the Securities at a purchase price of 97.0100% of the aggregate principal amount thereof. Delivery , the aggregate principal amount of the Notes set forth in Schedule I opposite the name of such Purchaser, plus any additional principal amount of Notes which such Purchaser may become obligated to purchase pursuant to the Initial provisions of Section 10 hereof. Subject to the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Section 6 hereof, delivery to the Purchasers of and payment for the Securities Notes shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York time, on May 19, 2010 (take place contemporaneously with the "Closing Date") closing of the transactions contemplated by the Securities Purchase Agreements at the New York offices of White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP located at Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (or at such other place as shall be reasonably acceptable to the Initial Purchasers); provided, howeveras soon as practicable, that if but in no event later than the second business day after the satisfaction or waiver of the conditions set forth in Section 6 hereof (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing has not taken place on shall be subject to the satisfaction or waiver of those conditions). The date of the Closing Date because of a failure is referred to satisfy as the “Closing Date.” Subject to Section 5(c)(i) , the Notes to be purchased by the Purchasers hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the conditions specified Company through the facilities of The Depository Trust Company (“DTC”) or its designated custodian, and registered in Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, "Closing Date" shall mean 10:00 a.m. New York time on the first business day following the satisfaction (name of Cede & Co. Such global certificate or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, Notes shall be registered in such name or names and denominations as the Initial such Purchasers may request, against payment by the Initial such Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The global certificates representing the Securities in definitive form Notes shall be made available to the Initial Purchasers for inspection at the New York offices of White Skadden, Arps, Slate, Xxxxxxx & Case LLP Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. a.m., New York, New York time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Stage I Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the CompanyStage I Issuer, the Stage I Securities at a purchase price of 97.0104.0575% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Stage I Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York time, on May 19March 25, 2010 2011 (the "“Closing Date"”) at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company Xxxxxx to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company Stage I Issuer shall deliver to the Initial Purchasers one or more certificates representing the Stage I Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company Stage I Issuer shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Stage I Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York time time, one business day immediately preceding the Closing Date. Stage I Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyStage I Issuer, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.Co. It is understood that each Initial Purchaser has authorized Jefferies, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Stage I Notes which it has agreed to purchase. Jefferies, individually and not as representatives of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Stage I Notes to be purchased by any Initial Purchaser whose funds have not been received by the Closing Date, but such payment shall not relieve such Initial Purchaser from its obligations hereunder.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agree agree, severally but not jointly, to purchase from the Company, the Securities at a purchase price of 97.0100% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 9:00 a.m., New York time, on May 19April 29, 2010 2011 (the "“Closing Date"”) at the New York offices of White Shearman & Case Sterling LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, "“Closing Date" ” shall mean 10:00 9:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. As compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities, the Company agrees to pay the Initial Purchasers a commission in the amount of 2.20% of the aggregate principal amount of the Securities on the earlier to occur of the Release Date or the Special Mandatory Redemption Date. The Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the ClosingEscrow Account. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White Shearman & Case Sterling LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 9:00 a.m. New York time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, and the Initial Purchasers agree agree, severally and not jointly, to purchase from the Company, the Securities at a purchase price of 97.098.2833333% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York City time, on May 19July 1, 2010 2014 (the "“Closing Date"”) at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers 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 after notification by the Company to the Initial Purchasers Representatives of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchasers Representatives one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Representatives at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White Xxxxx Xxxx & Case LLP Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial PurchasersRepresentatives) not later than 10:00 a.m. a.m., New York time City time, one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers Purchasers, severally and not jointly, agree to purchase from the CompanyIssuer in the respective amounts set forth on Schedule I hereto, (i) $82,452,000 aggregate principal amount of the Securities at a purchase price of 97.095.7551 % of the aggregate principal amount thereofthereof less $395,637.31, which represents accrued and unpaid interest on $42,548,000 aggregate principal amount of the Company’s 3.25% Convertible Subordinated Notes due 2012 (the “Subordinated Notes”) and (ii) $42,548,000 aggregate principal amount of the Securities in exchange for $42,548,000 aggregate principal amount of Subordinated Notes. Delivery to the Initial Purchasers of of, and payment for for, the Securities shall be made at a closing (the "“Closing"”) to be held at 10:00 a.m., New York City time, on May 19July 11, 2010 2012 (the "“Closing Date"”) at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); 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 and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, "“Closing Date" ” shall mean 10:00 a.m. New York City time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. The Company Issuer shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial Purchasers may request, against (x) in the case of the Securities to be purchased under clauses (i) of the immediately preceding paragraph, payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company Issuer shall designate to the Initial Purchasers at least two one business days day prior to the ClosingClosing Date and (y) in the case of the Securities to be purchased under clause (ii) of the immediately preceding paragraph, delivery by the Initial Purchasers of the Subordinated Notes to the account of the Issuer’s participant at DTC (as defined below) as the Issuer shall designate to the Initial Purchasers at least one business day prior to the Closing Date. The certificates representing the Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. New York City time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyIssuer, with The Depository Trust Company ("“DTC"”) or its designated custodian, and registered in the name of Cede & Co.