Common use of SALE AND PURCHASE OF NOTES Clause in Contracts

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the Series specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3III, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation obligations hereunder and the obligations of the Other Purchasers under pursuant to the Other Agreements are several and not joint and several obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into another separate Note Purchase Agreements Agreement (the "OTHER AGREEMENTSOther Agreement") identical with this Agreement with each of the other purchasers purchaser named in Schedule A (the "OTHER PURCHASERSOther Purchaser"), providing for the sale at such Closing to each of the Other Purchasers Purchaser of Notes in the principal amount specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers Purchaser under the Other Agreements Agreement are several and not joint obligations and you shall have no obligation under any the Other Agreement and no liability to any Person for the performance or non-performance by any the Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements"; this Agreement and the Other Agreements shall be collectively referred to as the "Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, the Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of the Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to On the terms and subject to the conditions of this Agreement, the Company will issue and sell to you each Purchaser, and you each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your below such Purchaser’s name in Schedule A on the signature pages hereto at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations, and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) substantially identical with to this Agreement with each of the other purchasers named listed in Schedule A the signature pages thereto (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the such Other Purchasers Purchaser of Notes in the principal amount specified opposite its such Other Purchasers’ name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereundersuch signature pages thereto.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section SECTION 3, Notes of the series and in the principal amount specified opposite your name in Schedule SCHEDULE A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule SCHEDULE A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in Schedule SCHEDULE A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount amounts specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. This Agreement and the other Agreements shall constitute one single agreement for purposes of New York General Obligations Law section 5-501.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the Series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount and of the Series thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified opposite its name in Schedule A. Your <PAGE> obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of 100%of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers purchases named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and class specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement Agreements and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (collectively with this Agreement, the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other other Agreements are several and not joint obligations and you shall have no obligation under any Other other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.. THE O'GARA COMPANY NOTE PURCHASE AGREEMENT

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company Issuer will issue and sell to you and you will purchase from the CompanyIssuer, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company Issuer is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS")Other Purchasers, providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing or Closings provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this AgreementAdditionally, during the Closing Period (as defined in Section 3) the Company is entering may enter into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each other purchasers of the other purchasers named in Schedule A Notes (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing or Closings to each of the Other Purchasers of Notes in the principal amount specified opposite his, her or its name in Schedule A. A to such Other Agreements. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreementagreement, the Company company will issue and sell to you and you will purchase from the Companycompany, at the Closing closing provided for in Section 3, Notes notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreementagreement, the Company company is entering into separate Note Purchase Agreements note purchase agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement agreement with each of the other purchasers named in Schedule A schedule a (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing closing to each of the Other Purchasers other purchasers of Notes notes in the principal amount and of the series specified opposite its name in Schedule A. schedule a. Your obligation hereunder and the obligations of the Other Purchasers other purchasers under the Other Agreements other agreements are several and not joint obligations and you shall have no obligation under any Other Agreement other agreement and no liability to any Person person for the performance or non-performance by any Other Purchaser other purchaser thereunder. This agreement and the other agreements shall constitute one single agreement for purposes of New York general obligations law section 5-501.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. You and the Other Purchasers are sometimes referred to hereunder as the “Purchasers”.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue issued and sell sold to you and you will purchase purchased from the Company, at the Closing provided for in Section 3, Notes of one or more Series in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering entered into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS" and collectively with you, the "PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.. Exhibit 10(x) (continued)

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount amounts specified opposite your name respective names in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation respective obligations hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company Issuer will issue and sell to you and you will purchase from the CompanyIssuer, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is Issuer and the Parent are entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.. HEALTHCARE REALTY TRUST INCORPORATED NOTE PURCHASE AGREEMENT

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at one or more of the Closing Closings provided for in Section 3, Notes of the series and in the principal amount or amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at one or more of such Closing Closings to each of the Other Purchasers of Notes of the series and in the principal amount or amounts specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-non- performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation obligations hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the Series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS“Other Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS“Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you you, and you will purchase from the Company, at each of the Initial Closing and Second Closing provided for in Section 3, Notes in the principal amount amounts specified opposite your name in Schedule SCHEDULE A at the purchase price of 100% of the principal amount amounts thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule SCHEDULE A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Initial Closing and Second Closing to each of the Other Purchasers of Notes in the principal amount amounts specified opposite its name in Schedule SCHEDULE A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. .c.Section 3.

SALE AND PURCHASE OF NOTES. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company Co-Obligors will issue and sell to you and you will purchase from the CompanyCo-Obligors, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is Co-Obligors are entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. 3.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. SECTION 3.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified and of the series opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements Agree- ments (the "OTHER AGREEMENTS"‘‘Other Agreements’’) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"‘‘Other Purchas- ers’’), providing for the sale at such Closing to each of the Other Purchasers Purchas- ers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company Co-Issuers will issue and sell to you and you will purchase from the CompanyCo-Issuers, at the Closing provided for in Section 34, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is Co-Issuers are entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into a separate Note Purchase Agreements Agreement (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations obligation of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any the Other Agreement Agreements and no liability to any Person for the performance or non-performance by any the Other Purchaser Purchasers thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you (the “Purchaser”) and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and \Pengrowth Energy Corporation Note Purchase Agreement\ of the same series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“ Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section Sec. 3, Notes of the Series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the Series and in the principal amount amounts specified opposite its name their respective names in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any the Other Agreement Agreements and no liability to any Person for the performance or non-performance nonperformance by any the Other Purchaser Purchasers thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder thereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section SECTION 3, Notes in the principal amount specified opposite your name in Schedule SCHEDULE A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into other separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule SCHEDULE A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule SCHEDULE A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in 6 2 the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into a separate Note Purchase Agreements Agreement (the "OTHER AGREEMENTSAGREEMENT") identical with this Agreement with each of the other purchasers purchaser named in Schedule A (the "OTHER PURCHASERSPURCHASER"), providing for the sale at such Closing to each of the Other Purchasers Purchaser of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations obligation of the Other Purchasers Purchaser under the Other Agreements Agreement are several and not joint obligations and you shall have no obligation under any the Other Agreement and no liability to any Person for the performance or non-performance by any the Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the Series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount and of the Series thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing Closings provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing Closings to each of the Other Purchasers of Notes in the principal amount specified opposite its below each such Other Purchaser's name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into a separate Note Purchase Agreements Agreement (the "OTHER AGREEMENTSOther Agreement") identical with this Agreement with each of the other purchasers purchaser named in Schedule A (the "OTHER PURCHASERSOther Purchaser"), providing for the sale at such the Closing to each of the Other Purchasers Purchaser of Notes in the principal amount specified opposite its below such Other Purchaser's name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers Purchaser under the Other Agreements Agreement are several and not joint obligations obligations, and you shall have no obligation under any the Other Agreement and no liability to any Person for the performance or non-performance by any the Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. .c.Section 3.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-non- performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"Other Agreements) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"Other Purchasers), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-non- performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation obligations hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing (as defined below) provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements subscription agreements and registration rights agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement and the Registration Rights Agreement with each of the other purchasers investors named in Schedule A (the "OTHER PURCHASERSOther Investors"), providing for the sale at such Closing to each of the Other Purchasers Investors of Notes in the principal amount specified opposite its their name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers Investors under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser Investor thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the aggregate principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is and the Parent are entering into separate Note Purchase Agreements senior note purchase agreements (the "OTHER AGREEMENTS") identical with this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule SCHEDULE A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule SCHEDULE A (the "OTHER PURCHASERS," together with you, the "PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite below its name in Schedule SCHEDULE A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. Borders Group, Inc. Note Purchase Agreement The obligations of the Company under this Agreement and the Notes will be guaranteed pursuant to the Guaranty Agreement.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. The obligations of the Company under the Notes and this Agreement will be guaranteed pursuant to the Guaranty Agreement and will be secured pursuant to the Collateral Documents.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. This Agreement and the Other Agreements shall constitute one single agreement for purposes of New York General Obligations Law Section 5-501.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you (also sometimes referred to herein as a "PURCHASER") and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes promissory notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.. Diamond Walnut Growers, Inc. Note Purchase Agreement

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and the respective Series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"Other Agreements) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"Other Purchasers), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and respective Series specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the Class and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the Class and in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. If the Purchase Date and the Closing have failed to occur prior to September 30, 1999 (the "Commitment Termination Date"), your obligation to purchase Notes hereunder shall terminate.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company Obligors will issue and sell to you and you will purchase from the CompanyObligors, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is Obligors are entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. Section 2.2.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and in the Series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and in the Series specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.. Schedule A (to Note Purchase Agreement)

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company Obligors will issue and sell to you and you will purchase from the CompanyObligors, at the Closing provided for in Section SECTION 3, Notes in the principal amount specified opposite your name in Schedule SCHEDULE A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is Obligors are entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule SCHEDULE A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule SCHEDULE A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this 7 Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the series specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Series A Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements” ) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers” ), providing for the sale at such Closing to each of the Other Purchasers of Series A Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder. The Series A Notes and each other series of Notes issued hereunder are each herein sometimes referred to as Notes of a “series.”

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation obligations hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and the series specified opposite below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and the series specified opposite below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-no performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and of the same series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the series and in the principal amount or amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is and the Parent are entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount or amounts specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the aggregate principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with to this Agreement (except for the principal amounts of Notes to be purchased) with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes of the Series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified opposite its name in Schedule A. Your obligation hereunder hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.. Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing Closing, provided for in Section 3, Notes of the series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in Schedule A. Your obligation hereunder obligations hereunder, and the obligations of the Other Purchasers under the Other Agreements Agreements, are several and not joint obligations obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance nonperformance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. D6 Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the respective series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS"“Other Agreements”) identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"“Other Purchasers”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and in the Series specified opposite your name in Schedule A A, at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTSOther Agreements") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERSOther Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and in the Series specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.