Common use of Purchase, Sale and Delivery of the Notes Clause in Contracts

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.000% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of Latham & Watkins, 885 Third Avenue, New York, New York 10022 ("UNDE▇▇▇▇▇▇RS' ▇▇▇▇▇▇L"), ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ed upon by you and the Company, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York City time, on December 10, 2010, the eighth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or at Section 9 hereof) following the date hereof or such other place, time or not later than thirteen business days after such date as the Representatives, on the one hand, shall be agreed upon by you and the Company, on the other hand, may agree upon, Company (such time and date of payment and delivery against payment being herein referred called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the “Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least two business days before the Closing Date.” . The Company will make permit you to examine and package such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, delivery at least 24 hours one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00097.75% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds) (a portion of which, as determined by the Escrow Agreement, will be made to the account(s) and amount(s) specified in the Escrow Agreement or otherwise by the Escrow Agent), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10May 2, 20102013, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may reasonably designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agreeInitial Purchaser, severally and not jointly, agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company Company, at 99.00054.101% of their principal amountamount at maturity of the Senior Discount Notes. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10February 20, 20101998, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of ▇▇BT Alex. ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Incorporated in New York, New York, or at such other place as the Representatives BT Alex. ▇▇▇▇▇ Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00098.598% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one . (b) One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on December 10September 21, 20102021, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase the Notes in the respective principal amounts amount set forth on Schedule 1 hereto from the Company at 99.000100% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice in writing to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 8:00 A.M., New York time, on December 10November 27, 20102002, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (b) The Company agrees, and pursuant to the Assumption Agreement BWAY will agree, to pay the Initial Purchaser on the Transactions Closing Date, by wire transfer of immediately available funds, a fee of 3% of the net proceeds of the Offering (i.e., $6,000,000). To the extent the Company fails to pay any such amounts, BWAY shall assume all such payment amounts under the Assumption Agreement.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.309% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ at 10:00 A.M., New York time, on December 10March 25, 20102008, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule 1 hereto from the Company Company, at 99.000a purchase price of 99.0% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry global form which will be deposited by or on behalf in the name of the Company with nominee for The Depository Trust Company. Such global certificate or certificates representing Company for the Notes shall be Securities that the Initial Purchasers have agreed to purchase hereunder, for the account of the Initial Purchasers and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company and the Guarantors to the UnderwritersRepresentative, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchasers no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10May 24, 20102017, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Guarantors will make such global certificate or certificates representing for the Notes Securities available for checking and packaging by the Underwriters Representative at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, $150,000,000 aggregate principal amount of Notes and the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company Notes at 99.000a purchase price equal to 97.757% of their the principal amountamount of the Notes. The Notes to be purchased Certificates in definitive form as instructed by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing Initial Purchasers for the Notes shall be that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of the Underwriters such Initial Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Company shall specify prior “Wired Funds”) to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Shearman & ▇▇▇▇▇▇▇▇ Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10March 7, 20102007, or at such other place, time or date as the Representatives, on the one hand, Initial Purchasers and the Company, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such global certificate or certificates representing for each of the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as York of Shearman & Sterling LLP (“Counsel for the Representatives may designate, Initial Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the ---------------------------------------- representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Company, the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00097.75% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser (with any transfer taxes payable in connection with the transfer of such Notes to the Initial Purchaser duly paid by the Company), against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 105, 20101997, or at such other place, time or date as the Representatives, on the one hand, Initial Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or ------------ certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of ▇▇BT Alex. ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Incorporated in New York, New York, or at such other place as the Representatives BT Alex. ▇▇▇▇▇ Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, each Underwriter and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 96.369% of the amount set forth opposite the name of such Underwriter on Schedule I hereto, the aggregate principal amount of the Notes in set forth opposite the respective principal amounts set forth names of the Underwriter on Schedule 1 I hereto from the Company at 99.000% together with any additional aggregate principal amount of their principal amount. The Notes which such Underwriter may become obligated to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice purchase pursuant to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf provisions of the Company to the Underwriters, against payment by or on behalf of the Underwriters Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates representing, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Irell & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date place as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking shall be agreed upon by the Underwriters at the offices of Bear ▇▇▇▇▇▇▇ and the Company, at 10:00 A.M., New York City time, on Thursday, September 25, 2003 (unless postponed in accordance with the provisions of Section 9 hereof) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by Bear ▇▇▇▇▇▇▇ & ▇and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment of the purchase price for the Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Notes to Bear ▇▇▇▇▇▇▇ LLP through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Notes shall be registered in New York, New York, such name or at names and shall be in such other place denominations as the Representatives Bear ▇▇▇▇▇▇▇ may designate, request at least 24 hours two business days before the Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00097% of their principal amount, the Notes. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon written notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇Cahi▇▇ ▇▇▇▇▇▇▇ & ▇ein▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇P▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇▇ 10:00 A.M., New York time, on December 10July 31, 20101998, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of BT Alex. ▇▇▇▇▇▇ow▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP orporated in New York, New York, or at such other place as the Representatives BT Alex. ▇▇ow▇ ▇▇▇orporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, at the appropriate purchase price set forth in Schedule I hereto, the principal amount of Notes in set forth opposite the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.000% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters in Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as shall be agreed upon by you and the Representatives may designateCompany, at 10:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Notes), or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in same day funds, against delivery to you for the respective accounts of the Underwriters of certificates for the Notes to be purchased by them. Certificates for the Notes shall be registered in such name or names and in such authorized denominations as you may request in writing at least 24 hours two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) On the Closing Date, one or more of the Notes in definitive form, registered in such names and in such denominations as specified by the Underwriters at least two business days prior to such date, having an aggregate principal amount of $100,000,000 shall be delivered by the Company to the Underwriters (or as the Underwriters direct), against payment by the Underwriters of the purchase price therefor by wire transfer of same day funds to an account or accounts designated by the Company, provided that the Company shall give at least two business days' prior written notice to the Underwriters of the information required to effect such wire transfer. The Notes shall be made available to the Underwriters for inspection not later than 9:30 a.m. New York City time on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00098.25% of their principal amountamount plus accrued interest, if any, from October 20, 2010 to the Closing Date. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of global form for the Company with The Depository Trust Company. Such global certificate or certificates representing Securities that the Notes shall be Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company and the Guarantors to the UnderwritersRepresentative, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇C▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇R▇▇▇▇▇▇ LLP, ▇▇8▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10October 20, 2010, or at such other place, time or date as the RepresentativesRepresentative, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Guarantors will make such global certificate or certificates representing for the Notes Securities available for checking and packaging by the Underwriters Representative at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto Securities from the Company Company, at 99.000a purchase price of 97.50% of their principal amount, plus pre-issuance accrued and unpaid interest from August 1, 2014 to the Closing Date. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry global form which will be deposited by or on behalf in the name of the Company with nominee for The Depository Trust Company. Such global certificate or certificates representing Company for the Notes shall be Securities that the Initial Purchaser has agreed to purchase hereunder, for the account of the Initial Purchaser and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company and the Guarantors to the UnderwritersTrustee, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchaser no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10November 24, 20102014, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York("UNDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you and the Representatives may designateCompany, at 10:00 A.M., New York City time, on the ninth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company agrees to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the respective principal amounts set forth on Schedule 1 hereto from amount of $104,201,000, the Company at 99.000% Class A-2 Notes in the amount of their principal amount$110,037,000 and the Class A-3 Notes in the amount of $88,809,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the Trust pursuant to the Sale and Servicing Agreement. The Master Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriters hereunder each Underwriter will be represented delivered by one or more global certificates in book-entry form the Sponsor to each Underwriter (which will delivery shall be deposited by or on behalf made through the facilities of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, ("DTC")) against payment by or on behalf of the Underwriters of the purchase price therefor therefor, set forth on Schedule A hereto, by wire transfer (a same day funds), to such account or accounts as the Company shall specify prior federal funds wire payable to the Closing Date, or by such means as order of the parties hereto Sponsor. Settlement shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on December 10May 30, 20102003, or at such other place, time or date thereafter as the Representatives, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the “"Closing Date.” "). The Company Notes will make be prepared in definitive form and in such global certificate or certificates representing authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and review by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Representatives may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company LNR agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from LNR, the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.000a purchase price of 98.875% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates securities representing the Notes shall be registered by the Trustee in the name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the accounts of such denomination or denominations and registered in such name or names of its participants as the Underwriters request Initial Purchaser shall request, upon notice to the Company LNR at least 36 48 hours prior to the Closing DateDate (as defined below), with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, and shall be delivered by or deposited with the Trustee as custodian for DTC on behalf of the Company to the UnderwritersClosing Date, against payment by or on behalf of the Underwriters Initial Purchaser to the account of LNR of the aggregate purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery Delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇, at 10:00 A.M., New York City time, on December 10October 29, 20102003, or at such other place, time or date not later than five business days thereafter as the Representatives, on the one hand, Initial Purchaser and the Company, on the other hand, LNR may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “"Closing Date.” " (As used herein, "business day" means a day on which The Company will make such global certificate or certificates representing the Notes available New York Stock Exchange is open for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP trading and on which banks in New York, New York, York are open for business and are not permitted by law or at such other place as the Representatives may designate, at least 24 hours prior executive order to the Closing Datebe closed.)

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.261% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, 71 ▇. ▇▇▇▇▇▇▇ & , ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10June 26, 20102012, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Fargo Securities, LLC in New YorkCharlotte, New YorkNorth Carolina, or at such other place as the Representatives ▇▇▇▇▇ Fargo Securities, LLC may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.000a price equal to 97.892% of their principal amount, plus accrued interest, if any, from September 20, 2019 to the Closing Date. The Notes to be purchased by One or more certificates in definitive form for the Securities that the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, and shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇Skadden, Arps, Slate, M▇▇▇▇▇▇ & ▇▇▇▇▇F▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇New York, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on December 10September 20, 2010, 2019 or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Subsidiary Guarantor will make such global certificate or certificates representing for the Notes Securities available for checking and packaging by the Underwriters at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, 4 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company Company, (i) in the case of the 2020 Notes, at 99.00099.543% of their principal amount and (ii) in the case of the 2027 Notes, at 99.022% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one . (b) One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on December 1013, 20102017, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives ▇▇▇▇▇ Fargo Securities, LLC may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00098.232% of their the principal amountamount of the Notes. The One or more certificates in definitive form (the “Global Note”) for the Notes to be purchased by that the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be have agreed to purchase hereunder, in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, Representatives against payment by or on behalf of the several Underwriters of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York City time, on December 10May 23, 20102024, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking by the Representatives and counsel to the Underwriters at least 24 hours prior to the offices Closing Date. The Global Note to be delivered by or on behalf of the Company to the Representatives shall be delivered in book-entry form through a common depositary or its nominee on behalf of Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”). Notes in definitive form shall be available only under limited circumstances. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, Co. LLC or at such other place Representative as the Representatives Underwriters may designateappoint to settle the Notes (the “Settlement Bank”) acknowledges that the Notes represented by the Global Note will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank, at least 24 hours prior the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that such Notes are to be delivered to others only against payment of the net subscription monies for the Notes (i.e., less the commissions and expenses to be deducted from the subscription monies) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Notes represented by the Global Note shall be held to the Closing Dateorder of the Company as set out above and (ii) the net subscription monies for the Notes received in the Commissionaire Account (i.e., less the commissions and expenses deducted from the subscription monies) will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the net subscription monies for the Notes (i.e., less the commissions and expenses deducted from the subscription monies) will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York(“Underwriters’ Counsel”), or at such other place as shall be agreed upon by you and the Representatives may designateCompany, at least 24 hours 10:00 a.m., New York City time, on August 10, 2009 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depositary Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.274% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one . (b) One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on December 10November 30, 20102023, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York("UNDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you and the Representatives may designateCompany, at 10:00 A.M., New York City time, on the ninth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.327% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one . (b) One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 24 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on December 10August 15, 20102025, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives BofA Securities, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at 99.00097.0000% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇White & Case, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10November 26, 20101997, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or certificates representing for the Notes available for checking inspection and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or Initial Purchaser at such other place as designated by the Representatives may designate, Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule 1 hereto from the Company Company, at a purchase price of 99.000% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry global form which will be deposited by or on behalf in the name of the Company with nominee for The Depository Trust Company. Such global certificate or certificates representing Company for the Notes shall be Securities that the Initial Purchasers have agreed to purchase hereunder, for the account of the Initial Purchasers and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company and the Guarantors to the UnderwritersRepresentative, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchasers no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10May 25, 20102021, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters$200,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 99.000a purchase price equal to 98.25% of their the principal amountamount thereof plus accrued interest, if any, from June 27, 2014 (the “Purchase Price”). The Notes to be purchased One or more certificates in definitive form or global form, as instructed by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing Representative for the Notes shall be that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), and shall be delivered by or on behalf of the Company to the UnderwritersRepresentative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Issuer”), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Suite 2500, ▇▇▇ ▇▇▇▇ Houston, Texas 77002 at 10:00 A.M., New York City time, on December 10June 27, 20102014, or at such other place, time or date as the Representatives, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the ---------------------------------------- representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, Initial Purchaser and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Company, the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00097% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇White & Case, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 9:00 A.M., New York time, on December July 10, 20101997, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company ------------ will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP BT Securities Corporation in New York, New York, or at such other place as the Representatives BT Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters$165,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 99.000a purchase price equal to 97.375% of their the principal amountamount thereof (the “Purchase Price”). The Notes to be purchased One or more certificates in definitive form or global form, as instructed by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing Representative, for the Notes shall be that the Initial Purchasers have severally agreed to purchase hereunder and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests, upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), and shall be delivered by or on behalf of the Company to the UnderwritersRepresentative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on February 3, 2005, or at such other place, time or date as the Representative and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Shearman & Sterling LLP, (“Counsel for the Initial Purchasers”), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇▇▇▇▇ not later than 10:00 A.M., New York City time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York(“Underwriters’ Counsel”), or at such other place as shall be agreed upon by you and the Representatives may designateCompany, at least 24 hours 10:00 a.m., New York City time, on June 5, 2008 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depositary Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Offering (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative, the Independent Underwriter nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters and the Independent Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters and the Independent Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and the Independent Underwriter and shall not be on behalf of the Company.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and each of the Underwriters agreeInitial Purchasers, acting severally and not jointly, agrees to purchase from the Company the Notes at 97% of their principal amounts, in the respective principal amounts set forth opposite its name on Schedule 1 hereto from the Company at 99.000% of their principal amount2 hereto. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Company at least 36 thirty-six (36) hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchasers on the Closing Date, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The Notes will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company or its designated custodian. For purposes of Rule 15c6- 1 under the Exchange Act, the Closing Date shall be the date for payment of funds and delivery of securities for all the Notes sold pursuant to the offering of the Notes. Such delivery of and payment for the Notes shall be made at the offices of Winston & ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇Illinois, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York Chicago time, on December 10July 31, 20101998, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Winston & ▇▇▇▇▇▇ in Chicago, Illinois, or at such other place as BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 twenty-four (24) hours prior to the Closing Date. The Company hereby agrees to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Notes.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00099.25% of their principal amountamount plus accrued interest since March 12, 2004. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry global form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December May 10, 20102004, or at such other place, time or date as the RepresentativesInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Brothers Inc. in New York, New York, or at such other place as the Representatives ▇▇▇▇▇▇ Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, each Underwriter and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite their respective names on Schedule I hereto, together with any additional Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The purchase price for the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.000will be [____]% of their the principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Dateamount thereof plus accrued interest, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters if any. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates representing, the Firm Notes shall be made at the offices office of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010("Underwriters' Counsel"), or at such other place, time or date place as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking shall be agreed upon by the Underwriters at the offices of Bear ▇▇▇▇▇▇▇ and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act)/1/ (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Notes), or such other time not later than ten business days after such date as shall be agreed upon by Bear ▇▇▇▇▇▇▇ & and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment of the purchase price for the Firm Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Firm Notes to Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Notes shall be registered in such name or names and shall be in such denominations as Bear ▇▇▇▇▇▇▇ may request at least two business days before the Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to $4,500,000 principal amount of Additional Notes at the same purchase price to be paid by the Underwriters for the Firm Notes as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from Bear ▇▇▇▇▇▇▇ to the Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the option is being exercised and the date and time, as reasonably determined by Bear ▇▇▇▇▇▇▇▇ LLP , when the Additional Notes are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in New Yorkaccordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Notes, New Yorkeach Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Notes that bears the same proportion of the total number of Additional Notes then being purchased as the number of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Notes that the Underwriters have agreed to purchased hereunder. /1/ If the transaction is priced after 4:30 p.m. Washington, D.C. time, T+4 will apply to the transaction. If the pricing takes place before or during market hours, the closing will be three business days after pricing. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Notes shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Representatives may designateCompany, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company. Payment of the purchase price for the Additional Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Notes to Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Notes shall be registered in such name or names and shall be in such denominations as Bear ▇▇▇▇▇▇▇ may request at least 24 hours two business days before the Additional Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00097.723% of their the principal amountamount of the Notes. The One or more certificates in definitive form for the Notes to be purchased by that the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be have agreed to purchase hereunder, in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, Underwriters against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.a.m., New York City time, on December 10March 28, 20102022, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking by the Representatives and counsel to the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company the principal amount of Notes in the respective principal amounts set forth opposite their respective names on Schedule 1 hereto from the Company at 99.00097.25% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one One or more global certificates in book-entry definitive form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Underwriters request Initial Purchasers requests upon notice to the Company at least 36 48 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters such Initial Purchasers of the purchase price therefor by wire transfer (same of same-day funds), funds to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Jone▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇y, Reav▇▇ & ▇▇▇▇▇▇ogu▇ ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.New York, New York timeon April 1, on December 10, 20101998, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or certificates representing for the Notes available for checking inspection and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or Initial Purchasers at such other place as designated by the Representatives may designate, Initial Purchasers at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010▇▇▇▇▇ (“Underwriters’ Counsel”), or at such other place, time or date place as the Representatives, on the one hand, shall be agreed upon by you and the Company, at 10:00 a.m., New York City time, on the other handJanuary 19, may agree upon, 2007 (such time and date of payment and delivery against payment being herein referred to as called the “Closing Date”). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes, which will be deposited with The Bank of New York, London Branch, or its nominee, as common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. as operator of the Euroclear system (“Euroclear”), and/or Clearstream Banking, société anonyme (“Clearstream,” and together with Euroclear, the “Clearing Systems”). The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least two business days before the Closing Date. The Company will make permit you to examine and package such global certificate certificates for delivery at least one full business day prior to the Closing Date. (d) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of, and the interest rate on, the Notes) were negotiated at arm’s length between sophisticated parties represented by counsel, (ii) no fiduciary, advisory or certificates representing agency relationship between the Notes available for checking by Company and the Underwriters at has been created as a result of any of the offices transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. Nothing in this Agreement shall limit any duty any Underwriter may have in any other capacity. (e) The Company acknowledges and agrees that (i) in connection with the issuance of the Notes, Bear, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New YorkInternational Limited (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail, New York(ii) there is no assurance that the Stabilizing Manager (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action and (iii) any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, or if begun, may be ended at such other place as any time, but it must end no later than the Representatives may designate, at least 24 hours prior to earlier of 30 days after the Closing Dateissue date of the Notes and 60 days after the date of the allotment of the Notes.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwriters, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Notes in Company, the respective principal amounts amount of Notes set forth on opposite such Underwriter’s name in Schedule 1 I hereto from the Company at 99.000a price equal to 96.75% of their the principal amountamount thereof plus accrued interest, if any, from August 14, 2020. (b) The Company understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Notes to be or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by the Underwriters hereunder will be represented by one it to or more global certificates in book-entry form which will be deposited by or on behalf through any Underwriter. (c) Payment for and delivery of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall will be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New Yorkat 10:00 a.m., New YorkYork City time, on August 14, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may designateagree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), at least 24 hours for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, Underwriters and the Underwriters agreeUnderwriters, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective principal amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 99.000% purchase price set forth opposite the name of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or such Underwriter on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York("UNDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you and the Representatives may designateCompany, at 10:00 A.M., New York City time, on the seventh business day, as permitted under Rule 15c6-1 under the Exchange Act, (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.218% of their the principal amountamount of the Notes. The One or more certificates in definitive form for the Notes to be purchased by that the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.a.m., New York time, on December 10September 6, 20102018, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking by the Representatives and counsel to the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.066% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one . (b) One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on December 10September 5, 20102014, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwriters, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Notes in Company, the respective principal amounts amount of Notes set forth on opposite such Underwriter’s name in Schedule 1 I hereto from the Company at 99.000a price equal to 97.75% of their the principal amountamount thereof plus accrued interest, if any, from March 20, 2018. (b) The Company understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Notes to be or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by the Underwriters hereunder will be represented by one it to or more global certificates in book-entry form which will be deposited by or on behalf through any Underwriter. (c) Payment for and delivery of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall will be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10, 2010, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New Yorkat 10:00 a.m., New YorkYork City time, on March 20, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may designateagree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, at least 24 hours for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase at a purchase price of $965 per $1,000 principal amount, the principal amount of Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) Certificates in definitive form for the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.000% of their principal amount. The Notes which each Underwriter has agreed to be purchased by the Underwriters purchase hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Underwriters of the purchase price therefor by wire transfer (same certified or official bank check payable in next day funds), funds to such account or accounts as the order of the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of J.C. Bradford & Co., L.L.▇., ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ord"), 330 Commerce Street, N▇▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇, ▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ as may be agreed upon by Bradford and the Company, at 10:00 A.M., New York Nashville time, on December 10the third full business day after this Agreement becomes effective, 2010or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other place, time or date not later than the seventh full business day thereafter as the Representatives, on the one hand, Representatives and the Company, on the other hand, Company may agree upondetermine, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such global certificate or certificates representing in definitive form for the Notes available for checking by the Underwriters at the offices of to be delivered will be in good delivery form and in such denominations and registered in such names as Bradford may request not le▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ours prior to the Closing Date. Such certificates will be made available for checking and packaging at a location in New York, New York, or at such other place York as the Representatives may designatebe designated by you, at least 24 hours prior to the Closing Date. It is understood that you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Notes to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 99.00099.239% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on December 10November 13, 20102013, or at such other place, time or date as the Representatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing the Notes available for checking by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, each of the Company and the Guarantor agrees to issue and sell to the Underwriters$40,000,000 aggregate principal amount of Notes, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company and the Guarantor $40,000,000 aggregate principal amount of Notes at 99.000a purchase price equal to 97.25% of their the principal amountamount thereof (the “Purchase Price”). The Notes to be purchased One or more certificates in definitive form or global form, as instructed by the Underwriters hereunder will be represented by one or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing Initial Purchaser for the Notes shall be that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), and shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Counsel for the Initial Purchaser”), ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ at 10:00 A.M., New York City time, on December 10March 23, 2010, or at such other place, time or date as the Representatives, on the one hand, Initial Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such global certificate or certificates representing for the Notes available for checking examination by the Underwriters Initial Purchaser at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, NY offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York, or at such other place as York City time on the Representatives may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 99.00099.085% of their principal amount. The Notes to be purchased by the Underwriters hereunder will be represented by one . (b) One or more global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing for the Notes shall be that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on December 10October 22, 20102013, or at such other place, time or date as the RepresentativesUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates representing for the Notes available for checking and packaging by the Underwriters at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Representatives ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated may designate, at least 24 hours prior to the Closing Date.