Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, covenants and agreements contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, all of the Additional Notes. The purchase price for the Additional Notes will be $1053.75 per $1,000 principal amount of Additional Notes, plus accrued interest from May 1, 2007. (b) On the Closing Date, the Company shall deliver to the Initial Purchaser, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more Additional Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Additional 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 the Additional 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 June 6, 2007 or at such other time as shall be agreed upon by the Initial Purchaser 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 Purchaser 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) On the basis of the representations, warranties, --------------------------- warranties and covenants and agreements contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell to the Initial PurchaserPurchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company, all Company an aggregate principal amount of Series A Notes (including the Additional NotesSeries A Subsidiary Guarantees) set forth opposite its name on Schedule D hereto and (ii) the Guarantors agree to issue the Series A Subsidiary Guarantees. The purchase price for the Additional Series A Notes (including the Series A Subsidiary Guarantees) will be $1053.75 970 per $1,000 principal amount of Additional Notes, plus accrued interest from May 1, 2007Series A Note. (b) On the Closing Date, the Company shall deliver to the Initial Purchaser, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more Additional Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate principal amount Delivery of the Additional Series A Notes sold pursuant to Exempt Resales to QIBs (including the “Global Note”Series A Subsidiary Guarantees) 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”)shall be made, against payment of the purchase price therefor by wire transfer of same-day funds to the account of the Companytherefor, previously designated by it in writing. Such delivery of and payment for the Additional Notes shall be made at the offices of Lxxxxx Xxxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxxxx 0000New York, Xxx Xxxx, XX 00000 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 June 6July 2, 2007 1998 or at such other time as shall be agreed upon by the Initial Purchaser Purchasers and the Company. The time and date of such delivery and payment are herein called the “"Closing Date.” " ------------ (c) On the Closing Date, one or more Series A Notes (including the Series A Subsidiary Guarantees) in definitive global 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 Series A Notes (the "Global Notes") shall be delivered by the Company and the Guarantors ------------ to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of same day funds, to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note and the Temporary Regulation S Global Note Notes shall be made available to the Initial Purchaser Purchasers for inspection not later than 5:00 p.m., New York City time, 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained in this Agreement, and subject to its terms and conditions, the Company agrees and the Co-Obligor agree to issue and sell to the each Initial Purchaser, and the each Initial Purchaser agrees severally and not jointly to purchase from the CompanyCompany and the Co-Obligor, all that aggregate principal amount of the Additional NotesSenior Notes set forth opposite its name on Schedule I hereto. The purchase price for the Additional Senior Notes will shall be $1053.75 per $1,000 principal amount 97.250% of Additional Notes, plus accrued interest from May 1, 2007the Offering Price. (b) On Delivery to the Closing DateInitial Purchasers of, and payment by the Initial Purchasers for, the Senior Notes shall be made at the offices of Kronish Lieb Xxxnxx & Xeilxxx 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 March 24, 2000 or at such other time as shall be agreed upon by the Initial Purchasers, the Company shall deliver to and the Initial Purchaser, in Co-Obligor. The time and date of such denomination or denominations delivery and registered in such name or names as payment are herein called the Initial Purchaser requests upon notice to the Company at least 48 hours prior to the "Closing Date, ." (c) Senior Notes sold to Regulation S investors will initially be represented by one or more Additional Senior Notes in definitive global formdefinitive, fully registered form without interest coupons (each a "Regulation S Global Senior Note") registered in the name of Cede & Co., as nominee of The the Depository Trust Company (“"DTC”"), for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, societe anonymne ("Cedel"), having an aggregate amount corresponding to the aggregate principal amount of the Additional Senior Notes sold pursuant to Exempt Resales Regulation S Investors. Senior Notes sold to QIBs (the “Global Note”) and (ii) if any Exempt Resales are made in reliance on Regulation S, will be represented by one or more Senior Notes in definitive formglobal definitive, fully registered form without interest coupons (each a "Restricted Global Senior Note", and together with the Regulation S Global Senior Note, the "Global Securities") 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, Notes sold pursuant to Exempt Resales in offshore transactions in reliance on Regulation S QIBs. The Global Securities shall be delivered by the Company and the Co-Obligor to the Initial Purchasers (or as the “Temporary Regulation S Global Note”Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor therefor, by wire transfer of same-day immediately available funds to an account specified by the account Company or as the Company may direct in writing, provided that the Company shall give at least two business days' prior written notice to the Initial Purchasers of the Company, previously designated by it in writing. Such delivery of and payment for the Additional Notes shall be made at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 or information required to effect 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 June 6, 2007 or at such other time as shall be agreed upon by the Initial Purchaser and the Companywire transfers. 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 Securities shall be made available to the Initial Purchaser Purchasers for inspection not later than 5:00 p.m.9:30 a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained in this Agreement, and subject to its terms and conditions, : (i) the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser agrees agrees, severally and not jointly, to purchase from the Company, all the respective principal amounts of Senior Secured Notes and Senior Discount Notes set forth opposite the Additional Notesname of such Initial Purchaser on Exhibit A. The purchase price for the Senior Secured Notes will be $1,000 per $1,000 principal amount Senior Secured Note. The purchase price for the Additional Senior Discount Notes will be $1053.75 590.86 per $1,000 principal amount at maturity Senior Discount Note. Upon consummation of Additional Notesthe Reorganization and release of the Escrowed Funds, plus accrued interest from May 1the Company agrees to pay to each Initial Purchaser $30.00 per $1,000 principal amount Senior Secured Note and $17.7258 per $1,000 principal amount at maturity Senior Discount Note purchased by such Initial Purchaser hereunder, 2007which amount will be paid subject to, and in accordance with, the terms of the Escrow and Security Agreement. (b) On the Closing Date, the Company shall deliver to the Initial PurchaserPurchasers, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 48 hours prior to the Closing DateCompany, (i) one or more Additional Senior Secured Notes and one or more 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 aggregate principal amount of the Additional Notes sold pursuant to Exempt Resales to QIBs (the “Global Note”"GLOBAL NOTE") and (ii) if any Exempt Resales are made in reliance on Regulation S, one or more Senior Secured Notes and one or more Senior Discount 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 "REGULATION S Global Note”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 Additional Initial Notes shall be made at the offices of Lxxxxx Latham & Wxxxxxx Watkins LLP, 800 Xxxxx Xxxxxx885 Third Avenue, Xxxxx 0000Suite 1000, Xxx New York, New Xxxx, XX 00000 or such other location as may be mutually acceptable10000 xx xuch otxxx xxxxxxxx xx xxx xx xxxxxxxx xxxxxxxxxx. Such delivery Xxxx xxxxxxry and payment shall be made at 9:00 9:30 a.m., New York City time, on June January 6, 2007 2005 or at such other time as shall be agreed upon by the Initial Purchaser Purchasers and the Company. The time and date of such delivery and payment are herein called the “Closing Date"CLOSING DATE.” " The Global Note and the Temporary Regulation S Global Note shall be made available to the Initial Purchaser 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) On the basis of the representations, warranties, agreements and covenants and agreements herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, all the Notes at a purchase price of 79% of the Additional Notes. The purchase price for the Additional Notes will be $1053.75 per $1,000 principal amount of Additional Notes, at maturity thereof plus accrued interest from May 1September 15, 2007.2004. Pending the receipt of the ATI Approvals, the receipt of a new equity investment and certain other events, the gross proceeds of the Offering will be placed into the Escrow Account. 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 November 29, 2004 (the "Closing Date") at the New York offices of Mayer, Brown, Xxxx & Maw LLP. As consideration for the placement of the Notes and financial advisory services rendered, the Company agrees to pay to the Initial Purchaser the following fees: (bi) On $1,027,000, representing a commission on the placement of the Notes equal to 2.0% of the gross proceeds; and (ii) a financial advisory fee of $1,027,000; in each case due and payable on the Closing Date, the . The Company shall will deliver to the Initial PurchaserPurchaser against payment of the purchase price the Notes to be offered and sold by the Initial Purchaser (i) in reliance on Regulation S (the "Regulation S Notes") in the form of one or more permanent global notes, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to shall request, in registered form without interest coupons (the "Offered Regulation S Global Notes") which will be deposited with the Trustee as custodian for The Depository Trust Company at least 48 hours prior to ("DTC") for the Closing Daterespective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and registered in the name of Cede & CO., as nominee for DTC, (ii) in reliance on Rule 144A under the Securities Act (the "144A Notes") in the form of one or more Additional Notes permanent global security, in definitive global formsuch denominations as the Initial Purchaser shall request, without interest coupons (the "Restricted Global Notes") which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC and (iii) to Accredited Investors in the form of one or more certificated notes, in such denominations as the Initial Purchaser shall request, without interest coupons (the "AI Notes"). The Depository Trust Offered Regulation S Global Notes, the AI Notes and the Restricted Global Notes shall be assigned separate CUSIP numbers. Payment for the Regulation S Notes, the AI Notes and the 144A Notes shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to one or more accounts as the Company (“DTC”), having an aggregate amount corresponding shall designate to the aggregate principal amount Initial Purchaser at least one (1) business day prior to the Closing Date, drawn to the order of the Additional Company at the office of Mayer, Brown, Xxxx & Maw LLP at the Closing on the Closing Date, against delivery (A) to the Trustee as custodian, for DTC; of (i) the Offered Regulation S Global Notes sold pursuant to Exempt Resales to QIBs (representing all of the “Global Note”) Regulation S Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) if any Exempt Resales are made in reliance on Regulation S, one or more Senior the Restricted Global Notes in definitive form, registered in representing all of the name 144A Notes and (B) of Cede & Co., as nominee of DTC, having an aggregate amount corresponding the AI Notes 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 Initial Purchaser. The Offered 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 Additional 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 June 6, 2007 or at such other time as shall be agreed upon by the Initial Purchaser and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” The Restricted Global Note and the Temporary Regulation S Global Note shall Notes will be made available to the Initial Purchaser for inspection not later than 5:00 p.m.at the above office of Mayer, New York City timeBrown, on the business day immediately preceding Xxxx & Maw LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained in this Agreementagreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, all $50,000,000 aggregate principal amount of the Additional Series A Notes. The purchase price for the Additional Series A Notes will be $1053.75 980.00 per $1,000 principal amount of Additional Notes, plus accrued interest from May 1, 2007. (b) On the Closing Date, the Company shall deliver to the Initial Purchaser, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more Additional Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate principal amount Note. Delivery of the Additional Series A 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”)shall be made, against payment of the purchase price therefor by wire transfer of same-day funds to the account of the Companytherefor, previously designated by it in writing. Such delivery of and payment for the Additional Notes shall be made at the offices of Lxxxxx Weil, Gotshal & Wxxxxxx LLP, 800 Xxxxx XxxxxxXxxxxx LLP at 000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxXxxxxx, XX 00000 Xxxxx 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 Dallas time, on June July 6, 2007 2001 or at such other time as shall be agreed upon by the Initial Purchaser and the Company. The time and date of such delivery and payment are herein called the “"Closing Date.” " One or more Series A Notes in definitive form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Citibank, N.A. and The Chase Manhattan Bank, as operators of Clearstream ("Clearstream") having an aggregate amount corresponding to the aggregate amount of the Series A Notes sold pursuant to Exempt Resales under Regulation S (the "Regulation S Note"), and one or more Series A 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 Series A Notes sold pursuant to Exempt Resales to QIBs (the "144A Global Note," and together with the "Regulation S Note, the "Global Notes"), shall be delivered by the Company to the Initial Purchaser (or as the Initial Purchaser directs), against payment by the Initial Purchaser of the purchase price therefor, by wire transfer, in same-day funds, to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to the Initial Purchaser of the information required to effect such wire transfer. The Global Note and the Temporary Regulation S Global Note Notes shall be made available to the Initial Purchaser or its agents for inspection not later than 5:00 p.m.9:30 a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser agrees agrees, severally and not jointly, to purchase from the Company, all the principal amounts of Original Notes set forth opposite the Additional Notes. name of such Initial Purchaser on Exhibit B. The purchase price for the Additional Original Notes will be $1053.75 972.50 per $1,000 principal amount of Additional Notes, plus accrued interest from May 1, 2007Original Note. (b) On the Closing Date, the Company shall deliver to the Initial PurchaserPurchasers, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, (i) one or more Additional Original Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate principal amount of the Additional Original 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 Original Notes in definitive form, registered in the name of Cede & Co., as nominee of for DTC, having an aggregate amount corresponding to the aggregate amount of the Senior Original 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 Additional Original Notes shall be made at the offices of Lxxxxx Xxxxxx & Wxxxxxx Xxxxxxx LLP, 800 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 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 June 6November 15, 2007 2005 or at such other time as shall be agreed upon by the Initial Purchaser 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 Purchaser Purchasers for inspection not later than 5:00 3:00 p.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase from the Company, all $75,000,000 aggregate principal amount of the Additional Notes. The purchase price for the Additional Notes will be $1053.75 970.00 per $1,000 principal amount of Additional Notes, plus accrued interest from May 1, 2007thereof. (b) On the Closing Date, the Company shall deliver to the Initial Purchaser, in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more Additional Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate principal amount Delivery of the Additional 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”)shall be made, against payment of the purchase price therefor by wire transfer of same-day funds to the account of the Companytherefor, previously designated by it in writing. Such delivery of and payment for the Additional Notes shall be made at the offices of Lxxxxx Xxxxxx & Wxxxxxx LLPXxxxxxx, 800 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., A.M. New York City time, on June 613, 2007 1997, or at such other time as shall be agreed upon by the Initial Purchaser Purchasers and the Company. The time and date of such delivery and payment are herein called the “"Closing Date.” " (c) Notes sold by the Initial Purchasers to QIBs, Accredited Institutions and pursuant to Regulations S will be represented by separate Notes in definitive global form, registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), each having an aggregate principal amount corresponding to the aggregate principal amount of the Notes sold to such QIBs, Accredited Institutions and pursuant to Regulations S (collectively, the "Global Notes"). The Global Note and Notes shall be delivered by the Temporary Regulation S Company to the Initial Purchasers (or as the Initial Purchasers direct) in each case with any transfer taxes thereon duly paid by the Company against payment by the Initial Purchasers of the purchase price thereof by wire transfer in same day funds to the order of the Company. The Global Note Notes shall be made available to the Initial Purchaser Purchasers for inspection not later than 5:00 p.m.9:30 a.m., New York City time, on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained in this Agreement, and subject to its the terms and conditionsconditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company, all of the Additional Notes. The purchase price for the Additional Notes will be $1053.75 per $1,000 respective principal amount of Additional Notesthe Notes set forth on Schedule I hereto at a purchase price of 84.813% of the principal amount at maturity thereof. Delivery to the Initial Purchasers of, plus accrued interest from May 1and payment for, 2007. the Notes shall be made at a closing (bthe "Closing") On to be held at 10:00 a.m., New York time, on March 17, 2004 (the "Closing Date") at the New York offices of Mayer, the Brown, Xxxx & Maw LLP. The Company shall will deliver to the Initial PurchaserPurchasers against payment of the purchase price the Notes to be offered and sold by the Initial Purchasers (i) in reliance on Regulation S (the "Regulation S Notes") in the form of one or more permanent global notes, in such denomination or denominations as the Initial Purchasers shall request, in registered form without interest coupons (the "Offered Regulation S Global Notes") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and registered in the name of Cede & CO., as nominee for DTC, (ii) in reliance on Rule 144A under the Securities Act (the "144A Notes") in the form of one permanent global security, in such name or names denominations as the Initial Purchaser requests upon notice to Purchasers shall request, without interest coupons (the Company at least 48 hours prior to "Restricted Global Notes") which will be deposited with the Closing Date, one or more Additional Notes in definitive global form, Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC and (iii) to Accredited Investors in the form of one or more certificated notes, in such denominations as the Initial Purchasers shall request, without interest coupons (the "AI Notes"). The Depository Trust Offered Regulation S Global Notes, the AI Notes and the Restricted Global Notes shall be assigned separate CUSIP numbers. Payment for the Regulation S Notes, the AI Notes and the 144A Notes shall be made by the Initial Purchasers in Federal (same day) funds by official check or checks or wire transfer to one or more accounts as the Company (“DTC”), having an aggregate amount corresponding shall designate to the aggregate principal amount Initial Purchasers at least one (1) business day prior to the Closing Date, drawn to the order of the Additional Company at the office of Mayer, Brown, Xxxx & Maw LLP at the Closing on the Closing Date, against delivery (A) to the Trustee as custodian, for DTC; of (i) the Offered Regulation S Global Notes sold pursuant to Exempt Resales to QIBs (representing all of the “Global Note”) Regulation S Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) if any Exempt Resales are made in reliance on Regulation S, one or more Senior the Restricted Global Notes in definitive form, registered in representing all of the name 144A Notes and (B) of Cede & Co., as nominee of DTC, having an aggregate amount corresponding the AI Notes 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 Initial Purchasers. The Offered 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 Additional 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 June 6, 2007 or at such other time as shall be agreed upon by the Initial Purchaser and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” The Restricted Global Note and the Temporary Regulation S Global Note shall Notes will be made available to the Initial Purchaser for inspection not later than 5:00 p.m.at the above office of Mayer, New York City timeBrown, on the business day immediately preceding Xxxx & Maw LLP at least 24 hours prior to the Closing Date.