Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96496.5688% of the principal amount thereof plus accrued interest from April 9June 10, 2002 2016 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxx., Xxx Xxxx, XX 00000 at 9:00 A.M., (New York time), on June 10, 2016, or at such other time not later than seven full business days thereafter as the Representative and the Issuers determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers each Purchaser, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96496.218% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts amount of the Offered Securities set forth opposite the names name of the several Initial Purchasers such Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingFinal Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Salomon Smith Barney Inc. and Credit Suisse First Boston LLC and desigxxxxx xx xxxxixx xx the Company, not less than 48 hours prior to the Closing Date, at 9:00 A.M., (New York time), on March 5, 2003, or at such other time not later than seven full business days thereafter as Salomon Smith Barney Inc., Credit Suisse First Boston LLC and the Compxxx xxxxxxxxx, xxxx time being herein referred to as the "CLOSING DATE," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Restricted Global Securities will be made available for checking at the office of Andrews & Kurth L.L.P. in Houston, Texas at least 24 hours prior to thx Xxxxxng Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 95.96496.822% of the principal amount thereof plus accrued interest interest, if any, from April 9June 2, 2002 2008 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Interests in any EXECUTION COPY permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Issuer or an account as the Issuer may direct at a bank acceptable to Purchasers, at the office of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP at 9:00 a.m. (New York time) on June 9, 2008, or at such other time not later than seven full business days thereafter as Initial Purchasers and the Issuer determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcontained in this Agreement, but and subject to the terms and conditions herein set forthforth herein, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and but not jointly, to purchase from the Company, Issuer the Notes at a purchase price of 95.96498.25% of the principal amount thereof plus accrued interest from April 9August 19, 2002 1999 to the Closing Date (as hereinafter defined), in accordance with the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be initially offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities securities in definitive, fully registered form without interest coupons (the "Temporary Regulation S Temporary Global Securities") which will ). The Temporary Regulation S Global Securities shall be deposited with registered in the Trustee as custodian for The name of the Depository Trust Company (the "DTCU.S. Depository") or its nominee and deposited with the Indenture Trustee, at its Corporate Trust Office, as custodian for the U.S. Depository, duly executed by the Issuer and authenticated by the Indenture Trustee for credit to the respective accounts of the DTC participants for beneficial owners of such global securities at Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of Euroclear, or Citibank, N.A. as operator and Cedelbank. On or after the Euroclear System termination of the relevant Distribution Compliance Period, interests in the Temporary Regulation S Global Security will be exchangeable for corresponding interests in an unrestricted global Security, in definitive, fully registered form without interest coupons. As used herein, the term "Distribution Compliance Period," with respect to global Securities offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of ("Euroclear"i) the day on which the Securities of such series are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S (according to a notice to the Issuer and the Indenture Trustee provided by the Initial Purchaser(s), and Clearstream Bankingif any, societe anonyme ("Clearstream, Luxembourg"of the offering of such Securities) and registered (ii) the date of the closing of such offering. Until the termination of the Distribution Compliance Period, interests in the name of Cede & Co., as nominee Temporary Regulation S Global Securities may only be held by the U.S. Depository participants for DTCEuroclear and Cedelbank. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by the each Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent or more global security securities in definitive definitive, fully-registered form without interest coupons (the "Restricted Global SecuritiesSecurity") deposited with the Trustee as custodian for DTC and ). The Restricted Global Securities shall be registered in the name of Cede & Co.the U.S. Depository or its nominee and deposited with the Indenture Trustee, at its Corporate Trust Office, as nominee custodian for DTCsuch U.S. Depository, duly executed on behalf of the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Payment for the Offered Securities shall be made by the Initial Purchasers in Federal (same day) funds by official check or checks or wire transfer to the Bond Proceeds Account drawn to the order of the Collateral Trustee at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 12:00 P.M. (New York time), on August 19, 1999 or at such other time and date not later than seven full business days thereafter as CSFBC and the Issuer may determine, such time being referred to herein as the "Closing Date," against delivery to the U.S. Depository or its designated custodian of (i) the Regulation S Global Securities representing all of the offered Regulation S securities for the respective accounts of the U.S. Depository participants for Euroclear and Cedelbank and (ii) the Restricted Global Securities representing all of the 144A securities. The Regulation S Temporary Global Securities and the Restricted Global Securities shall will be assigned separate CUSIP numbers. The Restricted Global Securities shall include made available for checking at the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in above office of Xxxxxxxx & Xxxxxxxx at least 24 hours prior to the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.964102.165% of the principal amount thereof plus accrued interest from April 9November 15, 2002 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names all of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one two or more temporary permanent global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which that will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one two permanent global security Securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Purchaser at 9:00 A.M. (New York time), on December 17, 2003, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. Copies of the Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Guarantor agree to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the CompanyCompany and the Guarantor, at a purchase price of 95.96497% of the principal amount thereof plus accrued interest from April 9June 25, 2002 2003 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of the Securities set forth opposite the names of the several Initial Purchasers its name in Schedule A B hereto. The Initial Purchaser agrees that in the event the Acquisition does not close on the Closing Date, it will deposit $6,000,000, which represents the Initial Purchaser's discount and commissions relating to the Notes, into an escrow account for the benefit of the Company pursuant to the Escrow Agreement. The Company and the Guarantor will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") ), which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company and the Guarantor will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Temporary Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank designated in writing by MSW Energy Holdings LLC at a closing to be held at the office of Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York time), on June 25, 2003 or at such other time and place not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Temporary Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Temporary Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer the Offered Securities, at a purchase price of 95.96499.000% of the principal amount thereof plus accrued interest interest, if any, from April 9September 24, 2002 2012, to the Closing Date (as hereinafter defined)Date, the respective entire principal amounts amount of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities") ”), which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by the each Initial Purchasers Purchaser hereunder and to be offered and sold by the each Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchasers in Federal (same day) funds by wire transfer to an account of the Issuer or an account as the Issuer may direct at a bank acceptable to the Initial Purchasers, at the office of Cravath, Swaine & Xxxxx LLP at 9:00 a.m. (New York time) on September 27, 2012, or at such other time not later than seven full business days thereafter as the Initial Purchasers and the Issuer determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497% of the principal amount thereof plus accrued interest from April 9November 13, 2002 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by each Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the applicable legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities, each with the Guarantees endorsed thereon, shall be made by the Purchasers in immediately available funds by official check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Company at the office of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 6:00 a.m., (Los Angeles time), on November 13, 2003, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities, with the Guarantees endorsed thereon, representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities, with the Guarantees endorsed thereon, representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Irell & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.94% of the principal amount thereof of the Offered Securities, plus accrued interest interest, if any, from April 9January 24, 2002 2008 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingPreliminary Offering Memorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank specified in writing by the Company, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., (New York time), on January 24, 2008, or at such other time not later than five full business days thereafter as the Representatives and the Company jointly determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, as of the Company agrees Closing Date, the Issuers agree to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, the Offered Securities at a purchase price of 95.96497.50% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretothereof. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation OFFERED REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("Clearstream, LuxembourgCLEARSTREAM") and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC and delivery of the Offered Securities will take place at the office of Xxxxxx Xxxxxx & Xxxxxxx at 9:00 A.M. (New York time), on March, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company Issuer agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 95.96497.375% of the principal amount thereof plus accrued interest from April 9January 25, 2002 2007 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officea common depositary, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company or as directed by the Company at the office of Xxxx Xxxxxxx LLP, at 10:00 a.m., New York time, on January 25, 2007, or at such other time not later than seven full business days thereafter as Credit Suisse and the Issuer determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.96497.50% of the principal amount thereof plus accrued interest from April 9thereof, 2002 to the Closing Date (as hereinafter defined), the respective U.S. $150,000,000 principal amounts of Securities set forth opposite the names amount of the several Initial Purchasers in Schedule A heretoNotes. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Axxxxxx Xxxxx LLP, Houston, Texas at 9:00 A.M. (New York time), on July 5, 2006, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above oxxxxx xx Xxxxxxx Xxxxx LLP, Houston, Texas at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers and each of the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.5% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A C hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Offered Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which that will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security Offered Security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account designated by the Company and reasonably acceptable to the Purchasers , at 10:00 A.M., (New York time), on June 28, 2011 or at such other time not later than seven full business days thereafter as the Purchasers and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96492.134% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on June 24, 2009, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.500% of the principal amount thereof plus accrued interest thereon from April 9September 15, 2002 2012 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities security in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxx Fargo drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX at 10:00 a.m., (New York time), on December 5, 2012, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price (the “Purchase Price”) of 95.964100% of the principal amount accreted value thereof plus accrued interest from April 9, 2002 to as of the Closing Date (as hereinafter defined)Date, the respective principal amounts amount at maturity of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Global Securities in registered form without interest coupons (to the "Regulation S Temporary Book-Entry Depositary pursuant to the Deposit Agreement, and the simultaneous confirmation by the Book-Entry Depositary that the CDIs representing such Global Securities") which will be Securities have been deposited with the Trustee Trustee, as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"”), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") registered in the books and registered records of the Book-Entry Depositary in the name of Cede & Co., as nominee for the DTC. The Company Interests in the CDIs representing the Global Securities will deliver against payment of be held only in book-entry form through DTC and its participants (including Euroclear and Clearstream), except in the purchase price limited circumstances described in the Offering Document. Payment for the Offered Securities to shall be purchased made by the Initial Purchasers hereunder and in same day funds by wire transfer to be offered and sold an account specified by the Initial Purchasers in reliance Issuer on the tenth business day (as permitted under Rule 144A 15c6-1 under the Exchange Act) following the date hereof, or at such other time not later than fifteen full business days thereafter as CSFB and the Issuer determine, such time being herein referred to as the “Closing Date,” against (i) delivery to the Book-Entry Depositary pursuant to the Deposit Agreement of Global Securities Act representing all of the Offered Securities, (ii) the "144A Securities") confirmation by the Book-Entry Depositary, in a form reasonably satisfactory to you, that the form of one permanent global security in definitive form without interest coupons (the "Restricted CDIs representing such Global Securities") Securities have been deposited with the Trustee Trustee, as custodian for DTC DTC, and have been registered in the books and records of the Book-Entry Depositary in the name of Cede & Co., as nominee for the DTC; and (iii) credited to accounts at DTC specified by the Purchasers of book-entry interests in the CDIs. The Regulation S Temporary Global Securities and the Restricted Global Securities shall CDIs will be assigned separate CUSIP numbersmade available for checking at the above office of Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. The Restricted Global closing referred to above will take place at the office of Xxxxxx & Xxxxxxx, 00 Xxxxxxxxxxx, Xxxxxx XX0X 0XX at 1:30 pm (London time) on the Closing Date. As compensation for the Purchasers’ commitments, the Issuer will pay (or cause to be paid) to CSFB for their proportionate accounts the sum of 2.25% of the aggregate Purchase Price of the Offered Securities shall include purchased by the legend regarding restrictions Purchasers on transfer set forth the Closing Date as commissions for sale of the Offered Securities under "Transfer Restrictions" in this Agreement. Such payment will be made on the OfferingClosing Date with respect to the Offered Securities purchased on the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.964100.9625% of the principal amount thereof plus accrued interest from April 9May 15, 2002 2005 to the Closing Date (as hereinafter definedexclusive of the Closing Date), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by the Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./ N.V., as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book entry form through DTC, except in the limited circumstances described in the Offering Document. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive registered form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the applicable legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities, each with the Guarantees endorsed thereon, shall be made by the Purchaser in immediately available funds by official check or checks or wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Company at the office of Pxxxxx Xxxxxxxx LLP, 3000 Two Lxxxx Square, Eighteenth and Axxx Xxxxxxx Xxxxxxxxxxxx, XX 00000-0000 at 9:00 a.m., (Philadelphia time), on June 23, 2005, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities, with the Guarantees endorsed thereon, representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities, with the Guarantees endorsed thereon, representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Pxxxxx Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchasers each Purchaser, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96498% of the principal amount thereof plus accrued interest from April 9May 27, 2002 2016 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in on Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities security in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account specified by the Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on May 27, 2016, or at such other time not later than seven full business days thereafter as the Representatives and the Issuers determine, such time being herein referred to as the “Closing Date,” against delivery to the Representatives through the facilities of DTC.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.05% of the principal amount thereof plus accrued interest from April 9February 28, 2002 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security Security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to CSFBC drawn to the order of Graphic Packaging Corporation at the office of King & Xxxxxxxx, 0000 Avenue of the Americas, New York, New York at 10:00 a.m. (New York time), on February 28, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of King & Spalding at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedin this Agreement, but subject to the terms and conditions herein set forthin this Agreement, the Company agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agreeagree to purchase, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts amount of the Offered Securities set forth opposite the their respective names of the several Initial Purchasers in Schedule A hereto. to this Agreement, at the purchase price specified in Schedule A. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold initially represented by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered definitive form without interest coupons (the "Regulation S Temporary “Global Securities") which will be ”), deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for and, in the respective accounts case of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkGlobal Securities to be sold in the United States, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment DTC or, in the case of Global Securities sold in offshore transactions, registered in the name of a nominee of DTC for the accounts of the purchase price Euroclear System (“Euroclear”) and Clearstream Bank, société anonyme (“Clearstream”). Interests in any Global Security will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Documents. Payment for the Offered Securities to shall be purchased by the Initial Purchasers hereunder and to be offered and sold made by the Initial Purchasers in reliance Federal (same day) funds by wire transfer to an account in New York previously designated to the Initial Purchasers by the Company at a bank acceptable to the Initial Purchasers or official check or checks drawn to the order of Rental Car Finance Corp. at the office of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, xx 11:00 A.M. (New York time), on Rule 144A under May 23, 2007, or at such other time not later than seven (7) full Business Days thereafter as the Securities Act (Initial Purchasers and the "144A Securities") in Company determine, such time being herein referred to as the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with “Closing Date”, against delivery to the Trustee as custodian for DTC and registered in of the name Global Securities representing all of Cede & Co., as nominee for DTCthe Offered Securities. The Regulation S Temporary Global Securities and will be made available for inspection at the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include above office of Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96495.470% of the principal amount thereof plus accrued interest from April 9December 12, 2002 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security Securities in definitive registered form without interest coupons (the "“Restricted Global Securities"” and, together with the Regulation S Global Securities, the “Global Securities”) which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the applicable legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 A.M. (New York time), on March 8, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, each of the Company Issuers agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96498.5% of the principal amount thereof plus accrued interest from April 9December 7, 2002 2017 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of Rexnord LLC at the office of Xxxxx Xxxx & Xxxxxxxx LLP at 9:00 A.M., (New York time), on December 7, 2017, or at such other time not later than seven full business days thereafter as the Representative and the Issuers determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.964107.25% of the principal amount thereof plus accrued interest from April 9August 20, 2002 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Purchaser at 10:00 A.M., (New York time), on February 4, 2013, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx Xxxxxx and Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price set forth in paragraph 2 of 95.964% of the principal amount thereof Schedule D attached hereto, plus accrued interest from April 9July 25, 2002 2007 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officea common depository, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"” and together with the Offered Regulation S Global Securities, the “Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Credit Suisse drawn to the order of the Company at the office of Cravath, Swaine & Mxxxx LLP at 9:00 A.M. (New York City time) on July 25, 2007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities; provided, however, that if the Escrow Triggering Event shall occur, then on the Closing Date, payment of the purchase price for the Offered Securities shall instead be made to the Escrow Agent in accordance with the terms of the Escrow Agreement. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Cravath, Swaine & Mxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Underwriters, and the Initial Purchasers Underwriters agree, severally and not jointly, to purchase from the Company, Company at a purchase price of 95.96498.90% of the principal amount thereof plus accrued interest interest, if any, from April 9December 1, 2002 2022 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers Underwriters in Schedule A hereto. In addition, the Underwriters shall make a payment to the Company in an amount equal to $550,000 in respect of certain expenses incurred by the Company in connection with the offering of the Offered Securities (the “Reimbursement Amount”). The Company will deliver against payment of the purchase price and the Reimbursement Amount for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") such Underwriter in the form of one or more temporary global Securities securities in registered form without interest coupons (the "Regulation S Temporary “Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Interests in the Global Securities will deliver against payment of be held only in book-entry form through DTC, except in the purchase price limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities to and the Reimbursement Amount shall be purchased made by the Initial Purchasers hereunder Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the Company at 10:00 a.m., (New York time), on December 1, 2022, or at such other time not later than seven full business days thereafter as the Underwriters and the Company determine, such time being herein referred to be offered and sold by as the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with “Closing Date,” against delivery to the Trustee as custodian for DTC and registered in of the name of Cede & Co., as nominee for DTCGlobal Securities. The Regulation S Temporary Global Securities and will be made available for checking at the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include office of Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyPartnership, at a purchase price of 95.96498.5% of the aggregate principal amount thereof plus accrued interest interest, if any, from April 9July 14, 2002 2020 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Securities the Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Representative at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. (New York time), on July 14, 2020, or at such other time not later than seven full business days thereafter as the Representative and the Partnership determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497% of the principal amount thereof plus accrued interest from April 9June 12, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation OFFERED REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A ("RULE 144A") under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to one or more accounts at a bank or banks acceptable to Credit Suisse First Boston Corporation and Xxxxxxx Xxxxx Barney Inc. (the "REPRESENTATIVES") at the office of Debevoise & Xxxxxxxx at 10:00 A.M., (New York time), on June 12, 2002, or at such other time not later than seven full business days thereafter as The Representatives and the Company mutually determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Debevoise & Xxxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96496.945% of the aggregate principal amount thereof plus accrued interest from April 9January 25, 2002 2011 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of the Offered Securities set forth opposite the names of the several Initial Purchasers such Purchaser’s name in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Xxxxxx & Xxxxxxx LLP at 10:00 A.M., (New York time), on January 25, 2011, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964103.88% of the principal amount thereof plus accrued interest from April 9October 1, 2002 2003, to the Closing Date (as hereinafter defined), ) the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities in registered form without interest coupons (the "“Temporary Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Global Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Representative, at the office of Cravath, Swaine & Xxxxx LLP at 9:30 a.m. (New York time) on February 17, 2004, or at such other place or time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Temporary Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP or such other place of closing at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96495.49850% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. A. The Company will deliver against payment of the purchase price the Offered Securities to or as instructed by Credit Suisse for the accounts of the several Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System Bank S.A./N.V. ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg") ”), and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (“Rule 144A” and, such securities, the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Xxxxx & Xxxxxxx L.L.P., One Xxxxx Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, at 9:00 a.m. (New York time), on July 15, 2009, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96493.583% of the principal amount thereof plus accrued interest from April February 9, 2002 2011 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 at 9:00 A.M., (New York time), on February 9, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 95.96497.25% of the principal amount thereof plus accrued interest interest, if any, from April 9November 1, 2002 2006 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Issuer or an account as the Issuer may direct at a bank acceptable to Purchasers, at the office of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP at 9:00 a.m. (New York time) on November 1, 2006, or at such other time not later than seven full business days thereafter as Purchasers and the Issuer determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of the principal amount thereof $55,000,000 plus accrued interest and additional interest in the amount of $2,262,847.22 from April 9December 15, 2002 2009 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Securities Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate the same CUSIP numbersnumbers as were assigned to the Existing Notes that are Regulation S Global Securities or Restricted Global Securities, respectively. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York time, on April 28, 2010, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96499% of the principal amount thereof plus accrued interest from April 9May 24, 2002 2007 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities the 2015 Notes and at a purchase price of 99% of the principal amount thereof plus accrued interest from May 24, 2007 to the Closing Date (as hereinafter defined), the respective principal amounts of the 2019 Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities securities in registered definitive form without interest coupons (the "Regulation S Temporary “Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Interests in any permanent global securities will deliver against payment of be held only in book-entry form through DTC, except in the purchase price limited circumstances described in the Final Offering Memorandum. Payment for the Offered Securities to shall be purchased made by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance Federal (same day) funds by wire transfer to an account at a bank acceptable to JPMorgan, on Rule 144A under May 24, 2007, or at such other time not later than seven full business days thereafter as JPMorgan and the Securities Act (Company determine, such time being herein referred to as the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with “Closing Date”, against delivery to the Trustee as custodian for DTC and registered in of the name Global Securities representing all of Cede & Co., as nominee for DTCthe Offered Securities. The Regulation S Temporary Global Securities and will be made available for inspection at the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.96499.014% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts amount of the Offered Securities set forth opposite the names name of the several Initial Purchasers Purchaser in Schedule A B hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Morgan Guaranty Trust Company of New York, Brussels office, as operator of the operatox xx xhe Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. 5 Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC and designated in writing by the Company, not less than 48 hours prior to the Closing Date, at 9:00 A.M., (New York time), on June 10, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Restricted Global Securities will be made available for checking at the office of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. at least 24 hours xxxxx to xxx Xlosing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.75% of the principal amount thereof plus accrued interest from April 9February 19, 2002 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will not be obligated to deliver any of the securities to be delivered hereunder except upon payment for all of the securities to be purchased as provided herein. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to the Company or as otherwise directed in writing by the Company at the office of King & Spalding LLP at 10:00 A.M., (New York time), on February 19, 2004, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of King & Spalding LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 95.96496.717% of the principal amount thereof plus accrued interest from April 9September 30, 2002 2005 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which that will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "144A Securities") in the form of one or more permanent global security securities in definitive form without interest coupons (the "“144A Securities”), and together with the Regulation S Global Securities, the “Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global 144A Securities shall be assigned separate CUSIP numbers. The Restricted Interests in any Global Securities shall include will be held only in book-entry form through DTC, as the legend regarding restrictions on transfer set forth under "Transfer Restrictions" case may be, except in the Offeringlimited circumstances described in the Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Issuer at the office of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York time), on September 30, 2005 or at such other time not later than seven full business days thereafter as CSFB and the Issuer determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Global Securities. The Global Securities will be made available for checking at the above office of Weil, Gotshal & Xxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.824% of the principal amount thereof plus accrued interest interest, if any, from April 9January 24, 2002 2008 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingPreliminary Offering Memorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank specified in writing by the Company, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. (New York time), on January 24, 2008, or at such other time not later than five full business days thereafter as Lxxxxx and the Company jointly determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Funding Company agrees to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the CompanyFunding Company the Securities, at a purchase price of 95.964% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto97.5%. The Funding Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") Rule 144A in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation S Temporary Restricted Global SecuritiesSecurity") which will be deposited with the Bond Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Funding Company will deliver against payment of the purchase price the Securities to be offered and sold by the Initial Purchaser in reliance on Regulation S in the form of one or more permanent global Securities in registered form without interest coupons (the "Unrestricted Global Security and together with the Restricted Global Security, the "Global Securities") which will be deposited with the Bond Trustee as custodian for DTC for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream BankingCedel Bank, societe anonyme ("Clearstream, LuxembourgCedel") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities numbers and shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Circular. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Securities, interests in the Unrestricted Global Security may be held only by the DTC participants for Euroclear and Cedel. Interests in the Global Securities will be held only in book-entry form through DTC or its nominee except in the limited circumstances described in the Offering Circular. Payment for the Securities shall be made by the Initial Purchaser in federal (same day) funds by wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Funding Company, at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M., (New York time), on August 4, 1998 or at such other time not later than seven (7) full business days thereafter as the Initial Purchaser and the Funding Company determine, such time being herein referred to as the "Closing Date", against delivery to the Bond Trustee as custodian for DTC of (i) the Restricted Global Security representing all of the 144A Securities, and (ii) the Unrestricted Global Security representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Cedel. The Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least twenty-four (24) hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964103.305% of the principal amount thereof plus accrued interest from April 9August 13, 2002 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities in registered form without interest coupons (the "“Temporary Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the representatives, at the office of Cravath, Swaine & Xxxxx LLP at 9:30 a.m. (New York time) on November 21, 2003, or at such other time not later than seven full business days thereafter as the Purchasers and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Temporary Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.964103.005% of the aggregate principal amount thereof plus accrued interest from April 9, 2002 November 30,2017 to the Closing Date (as hereinafter defined), the respective principal amounts amount of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities Notes to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxx Fargo drawn to the order of the Representative at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., (New York time), on January 29, 2017, or at such other time not later than seven full business days thereafter as Xxxxx Fargo and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.2675% of the principal amount thereof plus accrued interest from April 9June 1, 2002 2011 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank designated by the Company pursuant to written instructions provided by the Company, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities, at the office of Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002 at 10:00 a.m. (New York time), on June 1, 2011, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxx L.L.P. at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the each Initial Purchasers Purchaser, and the each Initial Purchasers agreePurchaser agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96499.036% of the principal amount thereof plus accrued interest interest, if any, from April 9June 7, 2002 to the Closing Date (as hereinafter defined)2011, the respective principal amounts of Offered Securities set forth opposite the names name of the several such Initial Purchasers Purchaser in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive registered form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchasers in federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives and designated in writing by the Partnership, not less than 48 hours prior to the Closing Date, at 9:00 a.m. (New York City time), on June 7, 2011, or at such other time not later than seven full business days thereafter as the Representatives and the Partnership determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxx Lord Bissell & Liddell LLP, 000 Xxxxxx Xxxxxx, Houston, Texas, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.75% of the principal amount thereof plus accrued interest from April 91, 2002 2004 to the Closing Date (as hereinafter defineddefined below), the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") ), which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one or more permanent global security securities in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Company at the office of Vinson & Elkins L.L.P. at 9:00 A.M. (New York time), on April 1, 2004, xx xx suxx xxxer time not later than five full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "CLOSING DATE," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Vinson & Elkins L.L.P. at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96494.7108% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased hereunder and offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Morgan Guaranty Trust Company of New York, Brussels office, as operator of the operatox xx xhe Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the office of Cooley Godward LLP at 10:00 A.M., (New York time), on August 22, 2002, xx xx such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Cooley Godward LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company Operating Partnership agrees to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the CompanyOperating Partnership, at a purchase price of 95.96497% of the principal amount thereof plus accrued interest from April 9, 2002 to the First Closing Date (as hereinafter defined), the respective ) $50,000,000 principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoFirm Securities. The Company Operating Partnership will deliver against payment of the purchase price the Offered Firm Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") Rule 144A in the form of one or more temporary permanent global Securities security in registered definitive form without interest coupons (the "Regulation S Temporary “Firm Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Firm Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Preliminary Offering Memorandum and the Final Offering Memorandum. Interests in any permanent global Securities will deliver be held only in book-entry form through DTC, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Firm Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Operating Partnership at 10:00 A.M., New York time, on November 25, 2013, or at such other time not later than seven full business days thereafter as the Purchaser and the Operating Partnership determine, such time being herein referred to as the “First Closing Date”, against payment delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Purchaser given to the Operating Partnership and the Guarantor from time to time not more than 30 days subsequent to the date of this Agreement, the Purchaser may purchase all or less than all of the Optional Securities at the purchase price the per principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be purchased paid for the Firm Securities. The Operating Partnership agrees to sell to the Purchaser the principal amount of Optional Securities specified in such notice and the Purchaser agrees to purchase such Optional Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Initial Purchasers Purchaser to the Operating Partnership and the Guarantor. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Purchaser but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. Payment for the Optional Securities being purchased on each Optional Closing Date by the Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted “Optional Global Securities"”) deposited with shall be made by the Purchaser by in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Operating Partnership against delivery to the Trustee as custodian for DTC and registered in of the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Optional Global Securities and representing all of the Restricted Global Optional Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions being purchased on transfer set forth under "Transfer Restrictions" in the Offeringsuch Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498% of the principal amount thereof plus accrued interest from April 9May 16, 2002 2008 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A B hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 9:30 a.m., (New York time), on May 27, 2008, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96495.65461% of the principal amount thereof plus accrued interest from April 9June 8, 2002 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Temporary Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global security securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the representatives, at the office of Cravath, Swaine & Xxxxx LLP at 9:30 a.m. (New York time) on June 8, 2004, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Temporary Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.5% of the principal amount thereof plus accrued interest from April 9February 17, 2002 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. Each Purchaser agrees, severally and not jointly, to rebate to the Company that portion of each Purchasers’ discount (equal to 1.5% of the principal amount of the Notes purchased by such Purchaser hereunder) attributable to the principal amount of any Notes that are required to be redeemed by the Company in accordance with the special mandatory redemption provision set forth in the Indenture such principal amount to be allocated by the Purchasers pro rata in accordance with the principal amount of Offered Securities purchased by the Purchasers hereunder. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global permanent Global Securities in registered definitive form without interest coupons (the "Regulation S Temporary “Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Interests in any permanent Global Securities will deliver against payment of be held only in book-entry form through DTC, except in the purchase price limited circumstances described in the Offering Document. Payment for the Offered Securities to shall be purchased made by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative on Rule 144A under February 17, 2004, or at such other time not later than seven full business days thereafter as the Securities Act (Representative and the "144A Securities") in Company determine, such time being herein referred to as the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with “Closing Date”, against delivery to the Trustee as custodian for DTC and registered in of the name Global Securities representing all of Cede the Offered Securities at the office of Cravath, Swaine & Co.Mxxxx LLP, as nominee for DTC800 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Regulation S Temporary Global Securities and will be made available for checking at the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include above office of Cravath, Swaine & Mxxxx LLP at least 24 hours prior to the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Guarantor agree to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, agree to purchase from the CompanyCompany and the Guarantor, at a purchase price of 95.96497.25% of the principal amount thereof plus accrued interest from April 9November 24, 2002 2003 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of the Securities set forth opposite the names of the several Initial Purchasers its name in Schedule A B hereto. The Initial Purchasers agree that in the event the Transactions do not close on the Closing Date, it will deposit $6,187,500, which represents the Initial Purchasers' discount and commissions relating to the Notes, into an escrow account for the benefit of the Company pursuant to the Escrow Agreement. The Company and the Guarantor will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") ), which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company and the Guarantor will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Temporary Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchasers in Federal (same day) funds by wire transfer to an account at a bank designated in writing by MSW Energy Holdings LLC at a closing to be held at the office of Weil, Gotshal & Xxxxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York time), on November 24, 2003 or at such other time and place not later than seven full business days thereafter as the Initial Purchasers and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Temporary Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Temporary Global Securities and the Restricted Global Securities will be made available for checking at the above office of Weil, Gotshal & Xxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchasers each Purchaser, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96499% of the principal amount thereof plus accrued interest interest, if any, from April 9October 11, 2002 2017 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in on Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities security in registered form without interest coupons (the "“Regulation S Temporary Global Securities") ”), which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account specified by the Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on October 11, 2017, or at such other time not later than seven full business days thereafter as the Representatives and the Issuers determine, such time being herein referred to as the “Closing Date,” against delivery to the Representatives through the facilities of DTC.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% 9½% of the principal amount thereof plus accrued interest from April 9August 13, 2002 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities in registered form without interest coupons (the "“Temporary Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Temporary Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the representatives, at the office of Cravath, Swaine & Xxxxx LLP at 9:30 a.m. (New York time) on August 13, 2003, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Temporary Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchasers each Purchaser, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96499.25% of the principal amount thereof plus accrued interest interest, if any, from April 9December 13, 2002 2016 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in on Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities security in registered form without interest coupons (the "“Regulation S Temporary Global Securities") ”), which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account specified by the Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on December 13, 2016, or at such other time not later than seven full business days thereafter as the Representatives and the Issuers determine, such time being herein referred to as the “Closing Date,” against delivery to the Representatives through the facilities of DTC.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.96498.925% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts amount of the Offered Securities set forth opposite the names name of the several Initial Purchasers Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Morgan Guaranty Trust Company of New York, Brussels office, as operator of the operatox xx xhe Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry 5 form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC and designated in writing by the Company, not less than 48 hours prior to the Closing Date, at 9:00 A.M., (New York time), on June 10, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Restricted Global Securities will be made available for checking at the office of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. at least 24 hours xxxxx to xxx Xlosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchaser and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.96497.50% of the principal amount thereof plus accrued interest from April 9thereof, 2002 to the Closing Date (as hereinafter defined), the respective U.S. $66,000,000 principal amounts of Securities set forth opposite the names amount of the several Initial Purchasers in Schedule A heretoSecurities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Offered Regulation S Temporary Global Securitiessecurities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Purchaser drawn to the order of Innophos Holdings, Inc. at the office of Xxxxxx & Xxxxxxx LLP at 10:00 A.M., (New York time), on April 16, 2007, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and the Guarantors agree to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyCompany and the Guarantors, at a purchase price of 95.964100.500% of the principal amount thereof plus accrued interest from April 9March 1, 2002 2012 to the Closing Date (as hereinafter defined), ) of the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of Key Energy Services, Inc. at the office of Xxxxxx & Xxxxxxx LLP, at 9:00 a.m., New York time, on March 8, 2012, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedin this Agreement, but subject to the terms and conditions herein set forthin this Agreement, the Company agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agreeagree to purchase, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts amount of the Offered Securities set forth opposite the their respective names of the several Initial Purchasers in Schedule A hereto. to this Agreement, at the purchase price specified in Schedule A. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold initially represented by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered definitive form without interest coupons (the "Regulation S Temporary “Global Securities") which will be ”), deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for and, in the respective accounts case of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkGlobal Securities to be sold in the United States, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment DTC or, in the case of Global Securities sold in offshore transactions, registered in the name of a nominee of DTC for the accounts of the purchase price Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Interests in any Global Security will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Documents. Payment for the Offered Securities to shall be purchased by the Initial Purchasers hereunder and to be offered and sold made by the Initial Purchasers in reliance Federal (same day) funds by wire transfer to an account in New York previously designated to the Initial Purchasers by the Company at a bank acceptable to the Initial Purchasers or official check or checks drawn to the order of Rental Car Finance Corp. at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, xx 11:00 A.M. (New York time), on Rule 144A under March 28, 2006, or at such other time not later than seven (7) full Business Days thereafter as the Securities Act (Initial Purchasers and the "144A Securities") in Company determine, such time being herein referred to as the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with “Closing Date”, against delivery to the Trustee as custodian for DTC and registered in of the name Global Securities representing all of Cede & Co., as nominee for DTCthe Offered Securities. The Regulation S Temporary Global Securities and will be made available for inspection at the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96498.375% of the principal amount thereof plus accrued interest from April 9January 11, 2002 2012 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingGeneral Disclosure Package and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank designated by the Partnership against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities at the office of Bracewell & Xxxxxxxx LLP, Pennzoil Place—South Tower, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 a.m., (New York time), on January 11, 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Issuers determine, such time being herein referred to as the “Closing Date”,. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Bracewell & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, the entire aggregate principal amount of the Offered Securities at a purchase price of 95.96476.750% of the aggregate principal amount thereof (i.e., $140,836,250), plus accrued interest from April 9and including May 30, 2002 2008 to but excluding the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoDate. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Offered Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Initial Purchaser at 11:00 a.m. (Eastern time), on September 15, 2008 or at such other time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.964104.5% of the principal amount thereof thereof, plus accrued and unpaid interest on the principal amount thereof from April 9June 1, 2002 2013 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, Brussels officeS.A./N.V., as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any Regulation S Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on June 24, 2013, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and the Co-Issuers, jointly and severally, agree to issue to the Purchaser, and the Designated Issuers (as defined below) agree to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Companyrespective Designated Issuer (or the Company or one or more of the Co-Issuers pursuant to the last paragraph of this Section 3), at a purchase price of 95.964108.000% of the principal amount thereof plus accrued interest from April 9February 1, 2002 2013 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names name of the several Initial Purchasers Purchaser in Schedule A hereto. The Purchaser agrees that the Company may designate the principal amount of Offered Securities to be sold by the Company and/or one or more of the Co-Issuers (each, a "Designated Issuer") to the Purchaser at the Company's sole discretion. The Designated Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as the operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company Designated Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book- entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account specified by the Company on behalf of the Designated Issuers at a bank acceptable to the Purchaser at the office of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 9:00 A.M., New York time, on May 20, 2013 , or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. To the extent any Designated Issuer fails to sell or deliver any Offered Securities to the Purchaser and perform the other obligations as required under this Agreement, each of the Company and the Co-Issuers agrees, jointly and severally, to sell and deliver the Offered Securities to the Purchaser and perform the other obligations of such Designated Issuer in fulfillment of such Designated Issuer's obligations under this Agreement. The Company may make determinations, notifications and deliveries under this Section 3 on behalf of the Designated Issuers.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 95.96497% of the principal amount gross proceeds thereof plus accrued interest and any increase in accreted value from April 9May 19, 2002 1997 to the Closing Date (as hereinafter defined), the respective principal amounts at maturity of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities securities in registered definitive form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC, and such other securities in definitive, fully registered form as CSFBC shall request for delivery to institutional "accredited investors" (the "AI Securities"). The Company Interests in any permanent Global Securities will deliver against payment of be held only in book-entry form through DTC, except in the purchase price limited circumstances described in the Offering Document. Payment for the Offered Securities to shall be purchased by the Initial Purchasers hereunder and to be offered and sold made by the Initial Purchasers in reliance on Rule 144A under Federal (same-day) funds by wire transfer to an account in New York previously designated to CSFBC by the Securities Act Issuer at a bank acceptable to CSFBC at the office of Kirkland & Ellis, Citicorp Center, 153 East 53rd Street, New York, Xxx Xxxx, ax 00:00 a.m. (New York txxx), xx Xxx 00, 0000, xx xx xxxx xxxxx time not later than seven full business days thereafter as CSFBC and the Issuer determine, such time being herein referred to as the "144A SecuritiesClosing Date") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with , against delivery to the Trustee as custodian for DTC and registered in of the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and delivery to CSFBC of the Restricted AI Securities. The Global Securities shall and AI Securities will be assigned separate CUSIP numbers. The Restricted Global Securities shall include made available for checking at the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in above office at least 24 hours prior to the OfferingClosing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of the principal amount thereof 97.296 per share plus accrued interest accumulated dividends (if any) from April 91, 2002 1997 to the Closing Date (as hereinafter defined), ) the respective principal amounts of Securities Convertible Preferred Stock set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price therefor the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesSecurity") ), deposited with the Trustee ChaseMellon Shareholder Services L.L.C. as custodian for DTC the Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities Security shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Interests in the Restricted Global Security will be held only in book-entry form through DTC except in the limited circumstances described in the Offering Document. Notwithstanding the foregoing, any Offered Securities sold in reliance on Regulations S (the "Regulation S Securities") or to Accredited Investors (as hereinafter defined) pursuant to Section 4(c) shall be issued in definitive, fully registered form and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document, but shall be paid for in the same manner as any Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by them in reliance on Rule 144A under the Securities Act.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the CompanyIssuers, at a purchase price of 95.96496.196% of the principal amount thereof plus accrued interest from April 9February 14, 2002 2018 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Securities set forth opposite the names all of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Purchaser at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 10 a.m., New York time, on February 14, 2018 or at such other time not later than seven full business days thereafter as the Purchaser and the Issuers determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497% of the principal amount thereof plus accrued interest from April 9February 20, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation OFFERED REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, Euroclear Bank S.A./N.V,. as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx at 9:00 A.M., (New York time), on February 20, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, Company at a purchase price of 95.96499.843% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme Banking SA ("Clearstream, LuxembourgCLEARSTREAM") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one or more permanent global security securities in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream. Interests in any Regulation S Securities or Restricted Global Securities will be held only in book-entry form through Euroclear, Clearstream, or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of The Home Depot, Inc. at the offices of Davix Xxxx & Xardxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 a.m. (New York time), on April 12, 2001, or at such other time and date not later than seven full business days thereafter as CSFBC and the Company determine, such time and date being herein referred to as the "CLOSING DATE," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above offices of Davix Xxxx & Xardxxxx xx least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyPartnership, at a purchase price of 95.96498.5% of the aggregate principal amount thereof plus accrued interest interest, if any, from April 9October 16, 2002 2019 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Securities the Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Representative at the office of Lxxxxx & Wxxxxxx LLP, 800 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., (New York time), on October 16, 2019, or at such other time not later than seven full business days thereafter as the Representative and the Partnership determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Lxxxxx & Wxxxxxx LLP, 800 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers several Underwriters, and each of the Initial Purchasers agreeUnderwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Firm Securities set forth opposite the names of the several Initial Purchasers Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities securities in registered definitive form without interest coupons (the "Regulation S Temporary “Firm Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any Firm Global Securities will be held only in book entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives drawn to the order of Rambus Inc. at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”), 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx at [10:00 A.M.] (New York time), on June •, 2009, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date,” against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Global Securities will be made available for review at the above office of WSGR at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 12 days subsequent to the First Closing Date, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities. The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of cover over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given, nor in any event later than 12 days following the First Closing Date. The Company will deliver against payment of the purchase price the Offered Optional Securities to be being purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") each Optional Closing Date in the form of one or more permanent global security Securities in definitive form without interest coupons (the "Restricted each, an “Optional Global Securities"Security”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Payment for such Optional Securities shall be assigned separate CUSIP numbers. The Restricted made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives drawn to the order of Rambus Inc. at the office of WSGR, against delivery to the Trustee as custodian for DTC of the Optional Global Securities shall include representing all of the legend regarding restrictions Optional Securities being purchased on transfer set forth under "Transfer Restrictions" in the Offeringsuch Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.125% of the principal amount thereof plus accrued interest from April 9August 18, 2002 2010 to the Closing Date (as hereinafter defined), ) the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 9:30 a.m., New York City time, on August 18, 2010, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.02% of the aggregate principal amount thereof plus accrued interest from April 9September 18, 2002 2013 to the Closing Date (as hereinafter defined), the respective principal amounts amount of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities Notes to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Representative at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., (New York time), on September 18, 2013, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser and the Initial Purchasers agree, severally and not jointly, Purchaser agrees herein to purchase from the Company, at a purchase price of 95.96499.015% of the principal amount thereof plus accrued interest interest, if any, from April 9March 28, 2002 2006 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Offered Securities set forth opposite the names name of the several Initial Purchasers Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary global Securities securities in registered form without interest coupons (the "Regulation OFFERED REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System S.A./N.V. ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme Societe Anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A ("RULE 144A") under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one or more permanent global security securities in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for 5 DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingPreliminary Offering Circular and the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Preliminary Offering Circular and the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank specified in writing by the Company, at the office of Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, New York at 10:00 X.M. (Xxx York time), on March 28, 2006, or at such other time not later than five full business days thereafter as Credit Suisse and the Company jointly determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Milbank, Tweed, Hadley & McCloy LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser and the Initial Purchasers agree, severally and not jointly, Purchaser agrees herein to purchase from the Company, at a purchase price of 95.96499.237% of the principal amount thereof plus accrued interest interest, if any, from April 91, 2002 2008 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Offered Securities set forth opposite the names name of the several Initial Purchasers Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System S.A./N.V. ("“Euroclear"”), and Clearstream Banking, societe anonyme Société Anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingPreliminary Offering Memorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Preliminary Offering Memorandum and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank specified in writing by the Company, at the office of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. (New York time), on April 1, 2008, or at such other time not later than five full business days thereafter as the Initial Purchaser and the Company jointly determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.6125% of the principal amount thereof plus accrued interest from April 91, 2002 2005 to the Closing Date (as hereinafter defineddefined below), the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities") ”), which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Company at the office of Vxxxxx & Exxxxx L.L.P. at 9:00 A.M. (New York time), on April 8, 2005, or at such other time not later than five full business days thereafter as CSFB and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Vxxxxx & Exxxxx L.L.P. at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964103.25% of the principal amount thereof plus accrued interest from April 9January 20, 2002 2004 to the Closing Date (as hereinafter defined)Date, the respective less a discount of $946,425, U.S. $100,000,000 principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver against payment of to the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") which will then be deposited by the Purchasers with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to CSFB drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M., (New York time), on April 13, 2004, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all of the 144A Securities. The Restricted Global Securities will be made available for inspection at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.96499.0% of the principal amount thereof plus accrued interest from April 9December 21, 2002 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank designated by the Company pursuant to written instructions provided by the Company, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities, at the office of Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002 at 10:00 a.m. (New York time), on December 21, 2012, or at such other time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the “Closing Date”. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxx L.L.P. at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedagreements, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers and each of the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.25% of the principal amount thereof plus accrued interest from April 9June 7, 2002 2011 to the Closing Date (as hereinafter defined), ) the respective principal amounts of Securities the Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx, LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M. (New York time), on June 7, 2011, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the CompanyPartnership, at a purchase price of 95.96499.000% of the aggregate principal amount thereof plus accrued interest interest, if any, from April 9October 19, 2002 2023 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Securities the Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingGeneral Disclosure Package and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the General Disclosure Package and the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Representative at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., (New York time), on October 19, 2023, or at such other time not later than seven full business days thereafter as the Representative and the Partnership determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96498.2% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Securities Notes (together with Guarantees) set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuers will deliver deliver, against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") and Rule 144A (the "144A Securities") under the Securities Act in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S will be held by the Trustee as custodian for DTC for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, Cedel Bank societe anonyme ("Clearstream, LuxembourgCedel") and registered in the name of Cede & Co., as nominee for DTC). The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Securities may only be held by the DTC participants for Euroclear and Cedel. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Cedel or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the office of Xxxxxx & Xxxxxx L.L.P. at 9:00 A.M., (New York time), on February 25, 1998 , or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Cedel and all of the 144A

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.125% of the principal amount thereof plus accrued interest from April 917, 2002 2001 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, Cedelbank societe anonyme ("Clearstream, LuxembourgCEDELBANK") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Cedelbank. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Cedelbank or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of AGCO Corporation at the office of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 A.M., (New York time), on April 17, 2001, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Cedelbank and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of King & Spalding at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.5% of the principal amount thereof (after giving effect to the original issue discount of the Offered Securities) plus accrued interest from April 9February 14, 2002 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and offered and sold by the Initial Purchasers in reliance on Regulation S and the prospectus exemption set out in section 2.3 of National Instrument 45-106 of the Canadian Securities Administrators (“NI 45-106”) (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive registered form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP in New York City at 10:00 A.M., (New York time), on February 14, 2012, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchasers each Purchaser, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 95.96498.75% of the principal amount thereof plus accrued interest interest, if any, from April 9February 13, 2002 2017 to the Closing Date (as hereinafter defined)Date, the respective principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in on Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities security in registered form without interest coupons (the "“Regulation S Temporary Global Securities") ”), which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account specified by the Company at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 am (Eastern time) on February 13, 2017, or at such other time not later than seven full business days thereafter as the Representatives and the Issuers determine, such time being herein referred to as the “Closing Date,” against delivery to the Representatives through the facilities of DTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, upon satisfaction of the conditions precedent in each Pass Through Trust Agreement, the Company agrees to deliver an authentication order pursuant to Section 2.1 of each Pass-Through Trust Agreement and to cause the Pass Through Trustee to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyPass Through Trustee, at a purchase price of 95.964100% of the principal face amount thereof plus accrued interest from April 9thereof, 2002 to 8.30% Midwest Generation Pass-Through Certificates, Series A in the Closing Date (as hereinafter defined)aggregate amount of $333,500,000 and 8.56% Midwest Generation Pass-Through Certificates, Series B in the aggregate amount of $813,500,000 in the respective principal face amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. As compensation to the Purchasers for their agreements and obligations hereunder in respect of the Offered Securities, EME shall pay (or cause to be paid), to each Purchaser an amount equal to .650% of the aggregate face amount of the Midwest Generation Pass-Through Certificates, Series A and .875% of the aggregate face amount of the Midwest Generation Pass-Through Certificates, Series B purchased by such Purchaser. Such payment shall be made simultaneously with the payment by the Purchasers of the purchase price of the Offered Securities and shall be made by wire transfer of immediately available funds. The Company will cause the Pass Through Trustee to deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Pass Through Trustee as custodian for The Depository Trust Company (the "DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to you at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("SASMF") at 10:00 A.M. (New York time), on August 24 , 2000 or at such other time not later than seven full business days thereafter as you, EME and the Company determine, such time being herein referred to as the "CLOSING DATE," against delivery to the Pass Through Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of SASMF at least 24 hours prior to the Closing Date. The Company will cause the Pass Through Trustee to deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary global permanent Global Securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Pass Through Trustee as custodian for The Depository Trust Company ("DTC") DTC for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme Banking SOCIETE ANONYME ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will cause the Pass Through Trustee to deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Pass Through Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Circular. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Circular. Notwithstanding the foregoing, any Offered Securities sold to Institutional Accredited Investors (as hereinafter defined) pursuant to SECTION 4(c) shall be issued in definitive, fully registered form and shall bear the legend relating thereto set forth under the caption "Transfer Restrictions" in the Offering Circular, but shall be paid for in the same manner as any Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by it in reliance on Rule 144A under the Securities Act.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.50% of the principal amount thereof plus accrued interest from April 9March 18, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Offered Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & &Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx at 10:00 A.M., (New York time), on March 18, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of Company the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial such Purchasers in on Schedule A heretohereto at a purchase price of 95.378% of the principal amount thereof. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme Banking S.A. ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities numbers and shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC to the order of the Company at the New York office of Skadden, Arps, Slate, Meagher & Flom LLP at 9:00 A.X., (Xxw Yxxx time), on December 21, 2001, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 20 xxxxx prxxx to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers and each of the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.125% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in on Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities notes in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security notes in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to the account specified in writing by the Company two days prior to the Closing Date at the office of Xxxxxx & Xxxxxx, L.L.P., 2500 First City Tower, 0000 Xxxxxx Xxxxxx, Houston, Texas 77002 at 10:00 A.M., (New York time), on May 19, 2011 or at such other time thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.0% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New YorkEuroclear Bank, Brussels officeS.A./N.V., as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the OfferingFinal Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any Regulation S Global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on November 20, 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96496.5% of the principal amount thereof plus accrued interest from April 9August 15, 2002 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer pursuant to the terms of the Escrow Agreement at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 a.m., (Houston time), on October 25, 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date” , against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for review at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 95.96497.25% of the principal amount thereof plus accrued interest from April 9December 17, 2002 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer and the Guarantors will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Issuer at the office of Mayer, Brown, Xxxx & Maw LLP at 10:00 A.M., (New York City time), on December 17, 2003, or at such other time not later than seven full business days thereafter as the Purchasers and the Issuer determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Mayer, Brown, Xxxx & Maw LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% [•]% of the principal amount thereof plus accrued interest from April 9November 15, 2002 2010 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in federal (same day) funds by wire transfer to the Escrow Account, pursuant to the terms of the Escrow Agreement, at a bank acceptable to the Representatives drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 at 10:00 A.M. (New York time) on November 15, 2010, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a an aggregate purchase price of 95.964% of U.S. $145,875,000 (the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined"Purchase Price"), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company and the Guarantors shall not be obligated to deliver any of the Offered Securities or related Subsidiary Guarantees except against payment by the Purchasers for all of the Offered Securities to be purchased as provided herein. The Company will deliver against payment of the purchase price Purchase Price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global securities in registered form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the Purchase Price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Offered Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") DTC for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, Banking societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer of the Purchase Price to a bank account designated by the Company and reasonably acceptable to CSFB, drawn to the order of Ethyl Corporation at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at or about 10:00 A.M., (New York time), on April 29, 2003, or at such other time not later than one (1) full business day thereafter as CSFB and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964% of Company the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial such Purchasers in on Schedule A heretohereto at a purchase price of 97.50% of the principal amount thereof. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe anonyme Banking S.A. ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities numbers and shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFB to the order of the Company at the New York office of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP at 9:00 A.M. (New York time), on January 16, 2004, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 95.964104.41% of the principal amount thereof plus accrued interest from April 9May 6, 2002 2004 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by the Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global security securities in definitive registered form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the applicable legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities, each with the Guarantees endorsed thereon, shall be made by the Purchaser in immediately available funds by official check or checks or wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Company at the office of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 6:00 a.m., (Los Angeles time), on May 6, 2004, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities, with the Guarantees endorsed thereon, representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities, with the Guarantees endorsed thereon, representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Irell & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.964(i) 98.5% of the principal amount thereof plus in the case of the First Lien Notes and (ii) 98.5% of the principal amount thereof in the case of the Second Lien Notes, plus, in each case, accrued interest from April 9October 2, 2002 2012 to the Closing Date (as hereinafter defined), ) the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price of each series of the Offered Securities such Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the applicable Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels officeEuroclear Bank S.A./N.V., as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price of each series of the Offered Securities such Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the applicable Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities of each series of Offered Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 9:30 a.m., (New York time), on October 2, 2012, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, as of the Company agrees Closing Date, the Issuers agree to sell to the Initial Purchasers Purchaser, and the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from the CompanyIssuers, the Offered Securities at a purchase price of 95.96498% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretothereof. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers Purchaser in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation OFFERED REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers Purchaser hereunder and to be offered and sold by the Initial Purchasers Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Purchaser and delivery of the Offered Securities will take place at the office of Xxxxxx Xxxxxx & Xxxxxxx LLP at 9:00 A.M. (New York time), on February 4, 2004, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Xxxxxx Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchasers Purchasers, and the Initial Purchasers agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96499.337% of the principal amount thereof of the 2016 Senior Notes and 99.035% of the principal amount of the 2036 Senior Notes, plus accrued interest interest, in each case, if any, from April 9October 10, 2002 2006 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary global Securities securities in registered form without interest coupons (the "“Offered Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "“144A Securities"”) in the form of one or more permanent global security securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Offered Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingPreliminary Offering Circular and the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Preliminary Offering Circular and the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank specified in writing by the Company, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., (New York time), on October 10, 2006, or at such other time not later than five full business days thereafter as the Representatives and the Company jointly determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Offered Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96498.375% of the principal amount thereof plus accrued interest from April 9November 18, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global securities in registered form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Offered Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") DTC for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, Banking societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of AmerisourceBergen Corporation at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., (New York time), on November 18, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.99% of the principal amount thereof plus accrued interest from April 9January 20, 2002 2004 to the Closing Date (as hereinafter defined)Date, the respective U.S. $350,000,000 principal amounts amount of Securities set forth opposite the names of the several Initial Purchasers in Schedule A heretoOffered Securities. The Company will deliver to the Purchasers against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary permanent global Securities in registered form without interest coupons (the "Regulation S Temporary Global Securities") which will then be deposited by the Purchasers with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver to the Purchasers against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global Securities") which will then be deposited by the Purchasers with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to CSFB drawn to the order of the Company at the office of Xxxxxx and Xxxxx LLP at 10:00 A.M., (New York time), on January 20, 2004, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for inspection at the above office of Xxxxxx and Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. 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 Initial Purchasers Purchasers, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 95.964100% of the principal amount thereof plus accrued interest from April 9March 26, 2002 2002, to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "Regulation REGULATION S SecuritiesSECURITIES") in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "Regulation REGULATION S Temporary Global SecuritiesGLOBAL SECURITIES") ), which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company Bank of New York, Brussels officein its capacity as the common depositary (the "COMMON DEPOSITARY"), as custodian for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("EuroclearEUROCLEAR"), and Clearstream Banking, societe anonyme ("ClearstreamCLEARSTREAM, LuxembourgLUXEMBOURG") ), and registered in the name of Cede & Co.the common depositary, or its nominee, as nominee for DTCEuroclear and Clearstream, Luxembourg. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "144A SecuritiesSECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee common depositary, as custodian for DTC Euroclear and Clearstream, Luxembourg and registered in the name of Cede & Co.the common depositary, or its nominee, as nominee for DTCEuroclear and Clearstream, Luxembourg. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbersInternational Securities Identification Numbers ("ISIN'S") and Common Codes. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the OfferingOffering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be held only in book-entry form through Euroclear or Clearstream, Luxembourg, as the case may be, except in the limited circumstances described in the Offering Document. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in same-day funds by wire transfer to an account at a bank acceptable to CSFBL drawn to the order of Enodis plc at the office of Cravath, Swaine & Xxxxx at 9:00 a.m. (London time), on March 26, 2002, or at such other time not later than seven full business days thereafter as CSFBL and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the common depositary, as custodian for Euroclear and Clearstream, Luxembourg, of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Cravath, Swaine & Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial several Purchasers, and each of the Purchasers and the Initial Purchasers agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 95.96497.250% of the principal amount thereof plus accrued interest from April 9, 2002 to the Closing Date (as hereinafter defined)thereof, the respective principal amounts of Securities Notes set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the "“Regulation S Securities"”) in the form of one or more temporary permanent global Securities securities in registered form without interest coupons (the "“Regulation S Temporary Global Securities"”) which will be deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("“Euroclear"”), and Clearstream Banking, societe société anonyme ("“Clearstream, Luxembourg"”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers each Purchaser hereunder and to be offered and sold by the Initial Purchasers each Purchaser in reliance on Rule 144A under the Securities Act (the "“144A Securities"”) in the form of one permanent global security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Temporary Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the OfferingFinal Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York time, on November 16, 2010, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the Closing Date.