Common use of Purchase Sale and Delivery of the Securities Clause in Contracts

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $_______ per share less the Underwriter's discount of 7% of the purchase price, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and all in such denomination or denominations and registered in such name or names as the Underwriters request Representatives requests upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank check or checks drawn upon or by a Chicago Clearing House bank and payable in next-day funds or, at the option of the Representatives, by wire transfer and payable in same-day funds (same in which case the Company shall reimburse to the Underwriters the one day's interest that would have accrued on such purchase price had the purchase price been paid in next-day funds), to such account or accounts interest based on the broker call rate as reported in the Issuer shall specify prior Wall Street Journal) to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇H.D. Brou▇ & ▇o., Inc., 2700 ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ . ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at 10:00 9:30 A.M., New York local time, on February 13__________________, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork or Chicago, Illinois of the Company's transfer agent or registrar or their correspondent at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35100.5% of their principal amountamount plus accrued interest from and including February 15, 2003 to, but excluding, the Closing Date. Concurrently with this purchase, the Issuers, jointly and severally, agree to pay to the Initial Purchasers, in U.S. dollars, an aggregate amount equal to 1.875% of the $75,000,000 aggregate principal amount of Securities purchased by them hereunder (the "Initial Purchasers' Commission") (each Initial Purchaser to receive an amount equal to its pro rata portion of the Initial Purchasers' Commission based on the amount of Securities purchased by it as set forth in Schedule 1 hereto). One or more certificates in definitive global form for the Notes (including a notation of Guarantee thereon) that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Issuers to the UnderwritersInitial Purchasers through the facilities of The Depository Trust Company ("DTC"), against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor in U.S. dollars by wire transfer (same day funds), to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Milbank, Tweed, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.2:00 P.M., New York London time, on February 13April 30, 20152003, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, upon (such time and date of delivery against payment being herein referred to as the “"Closing Date.” "). The Issuer global Notes in book-entry form will make such certificate be deposited on the Closing Date, by or certificates for on behalf of the Securities available for checking and packaging by the Underwriters at the offices of Company, with DTC or its designated custodian custodian, and registered in New Yorkthe name of its nominee, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.Cede & Co.

Purchase Sale and Delivery of the Securities. On the basis The purchase and sale of the representations, warranties, agreements Purchaser Junior Securities (other than the purchase and covenants herein contained and subject to sale of shares of Exchangeable Preferred at the terms and conditions herein Initial Closing which shall take place as set forth, the Issuer agrees to issue and sell to the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchase, the Notes forth in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, next succeeding sentence hereof) shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made take place at the offices of Proskauer Rose LLP, 1585 ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.▇▇▇▇▇, New York time▇▇thin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, on February 13, 2015but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other place, time or date and place as the Underwriters, on the one hand, Company and the Issuer, on the other hand, may Purchaser mutually agree upon, such time upon in writing. The purchase and date sale of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of DTC or its designated custodian this Agreement subject to satisfaction of the conditions set forth in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing Datehereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, ▇▇bject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, ▇▇bject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of __% of the principal amount thereof, the Notes in the respective aggregate principal amounts amount of Firm Securities set forth opposite such Underwriter’s name their respective names on Schedule 1 I hereto from the Issuer at 99.35% together with any additional number of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed Securities which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice pursuant to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificates representing, the Securities shall be made at the offices office of ▇▇▇Morrison & Foerster, LLP ("Underwriters' Counsel"), or at such other p▇▇▇▇ ▇▇▇ sha▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇reed upon by the Lead Managers and the Company, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Securities), or such other time not later than ten business days after such date as shall be agreed upon by the Lead Managers and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment of the purchase price for the Firm Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of the Securities to the Representatives in the form of one or more permanent global certificates (the "Global Securities"), registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the several Underwriters. Upon delivery, the Firm Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Closing Date. The Company will permit the Lead Managers to examine the Global Securities at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to $10,500,000 aggregate principal amount of Additional Securities (the "Option") at the same purchase price to be paid by the Underwriters for the Firm Securities as set forth in Section 2(a) above. The Underwriters may exercise the Option in whole or from time to time in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by giving written notice (the "Option Exercise Notice") of each election to exercise the Option after the date of this Agreement. Any Option Exercise Notice shall specify the principal amount of Additional Securities to be purchased by the Underwriters and the date on which such Additional Securities are to be purchased. Each purchase date must be at least two business days after the written notice is given, and may not be earlier than the closing date for the Firm Securities. (d) Payment of the purchase price for, and delivery of Global Securities representing, the Additional Securities shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear Stearns and the Company. Payment of the purchase price fo▇ ▇▇▇ ▇dditional Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Securities to the Representatives registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the several Underwriters. Upon delivery, the Additional Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company will permit the Lead Managers to examine the Global Securities representing the Additional Securities at least one full business day prior to the Additional Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Issuer Company and the Selling Shareholders agree to sell Firm Securities, (ii) each of the Underwriters agrees to issue purchase from the Company and sell to the several UnderwritersSelling Shareholders at a purchase price of [$ ] per share, and each Underwriter, acting severally and not jointly, agrees to purchase, the Notes in the respective principal amounts an aggregate number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunderhereunder from the Company and the Selling Shareholders, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), to such account or accounts as funds (the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Cruttenden ▇▇▇▇ Incorporated, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Suite 100, ▇▇▇ ▇▇▇▇ Irvine, California 92715, at 10:00 A.M.6:30 a.m., New York Pacific time, on February 13June _____, 20151998, or at such other place, time or date as the UnderwritersRepresentatives and the Company may agree upon or as the Representatives may determine (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the one handbasis of the covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, and the IssuerCompany hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 45 days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the other handnext business day thereafter when the Nasdaq SmallCap Market is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, may agree uponin any event, such shall not be earlier than the Firm Closing Date. The time and date of delivery against payment being herein referred to set forth in such notice, or such other time on such other date as the “Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 4(b), to refer to such Option Securities and Option Closing Date, respectively.” (c) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such (d) The Issuer will make such certificate Company hereby acknowledges that the wire transfer by or certificates on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities available for checking and packaging by the Underwriters at indicates completion of the offices closing of DTC or its designated custodian a purchase of the Securities from the Company. Furthermore, in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds received by it to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wired funds are not returned by it, in same-day funds, interest at the Prime Rate (as defined in Section 9(a)) on the date hereof on the amount of such wire funds received by them. (e) At the Firm Closing Date and any Option Closing Date, the Company shall pay to the Representatives a non-accountable expense allowance equal to 2 1/2% of the gross proceeds from the sale of the Securities.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 97.442% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Dechert LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇▇ LLP▇▇, ▇.▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on January 25, on 2021 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Issuers the principal amount at 99.35maturity of Securities at a price equal to 70.70% of their the principal amountamount at maturity. One or more certificates in definitive form for the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Issuers to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13May 20, 20152004, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the IssuerIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, : (i) the Issuer Company agrees to issue and sell up to 10,000,000 Units to the several Underwriters for distribution; and (ii) each of the Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchaseuse its best efforts to offer and sell such Units to the public for a purchase price of $ per Unit, in compliance with all applicable federal, state and local laws and the rules of any self-regulatory authority to which the Underwriter is a member. (b) The offering period (the "Offering Period") shall commence on the date hereof and shall continue until the earlier of the date on which 10,000,000 Units have been purchased (and payment therefor received as described below) or the close of business on October 15, 2003 (unless extended at the discretion of the Company and you to a date not later than November 14, 2003, such termination date being hereinafter referred to as the "Offering Termination Date"); provided, however, that unless at least 1,000,000 Units (the "Minimum Offering") are purchased for (and payment therefor is received by the Escrow Agent) on or before the Offering Termination Date, no Units shall be sold and all payments received by the Escrow Agent shall be refunded promptly to the prospective investors, without interest. Transmittal of all payments for Units shall be made by you in accordance with the procedures of Rule 15c2-4 of the rules and regulations of the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In this regard, the Notes Company and you shall enter into an Escrow Agreement with [Bank of America, N.A.] or such other banking institution acceptable to you (the "Escrow Agreement'). All payments for Units shall be made by (i) wire transfer to the Escrow Agent for the Company's account and, if received by you, shall be transmitted by you to the Escrow Agent no later than the next business day following receipt thereof or (ii) authorization to your respective clearing firms for the debiting of the purchaser's customer securities account. Funds paid by purchasers shall be deposited in an escrow account maintained with the Escrow Agent, and purchases may not, subject to applicable state securities or "blue sky" laws or regulations, be terminated or funds withdrawn by purchasers. Funds debited from customer securities accounts maintained with your respective clearing firms shall be transmitted to the escrow account maintained by the Escrow Agent on the next business day following such debit. The interest, if any, earned on funds deposited in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from escrow account shall be distributed to the Issuer at 99.35% of their principal amount. One or more certificates in definitive form Company if the offering is completed and described herein or, if the offering is terminated without any Units being sold, shall be paid to you and shall be used for the Notes payment of expenses incurred by you in connection with the offering. Your agency hereunder is coupled with an interest and, therefore, is not terminable by the Company without your permission, except as otherwise expressly so provided in this Section 3, and shall continue until the Offering Termination Date. Any termination of your agency or of this Agreement shall be without obligation on your part or on the part of the Company except as provided in Section 5 hereof, and except that if the Underwriters Minimum Offering is consummated the provisions of Sections 7 and 8 hereof shall survive any termination of this Agreement. The Company shall have agreed the sole right to accept offers to purchase hereunderUnits and may reject any such offer in whole or in part. You shall have the right to reject any offer to purchase received by you in whole or in part, and any such rejection shall not be deemed a breach of your agreement contained herein. It is understood and agreed that nothing in such denomination this Agreement, including, without limitation, your agreement to use your best efforts to solicit offers to purchase the Units, shall prevent you from entering into any agency agreements, underwriting agreements or denominations similar agreements governing the offer and registered sale of securities with any other issuer or issuers of securities and nothing contained herein shall be construed in such name any way as precluding or names as the Underwriters request upon notice restricting your right to the Issuer at least 48 hours sell or offer for sale securities issued by any other person. If on or prior to the Closing DateOffering Termination Date at least 1,000,000 Units have been purchased and the funds therefor have been deposited with the Escrow Agent, you shall be delivered by or on behalf of so notify the Issuer Company. Provided that the Company accepts such purchases, and subject to the Underwritersother terms and conditions of this Agreement, against delivery of any payment by or on behalf of for the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes Units shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall at a closing to be made held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Boulevard, ▇▇▇ ▇▇▇▇ at 10:00 A.M.Suite 505, Uniondale, New York time, on February 13, 2015, or 11553 at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M.10:00 a.m., New York City time, on the [third] full business day after the date on which you so notify the Company as provided in the immediately preceding sentence or such other day, time and place as shall be agreed upon in writing by the Company and you. Thereafter (but not later than the Offering Termination Date) one or more additional closings may be agreed upon between you and the Company. The date and hour of each such delivery and payment are herein called a "Closing Time." Payment for the Units purchased from the Company shall be made to the Company or to its order by the Escrow Agent, acting upon instructions from you pursuant to the Escrow Agreement, and delivered to the Company by the Escrow Agent by one or more certified or official bank check or checks or wire transfer or transfers payable in same day funds. Such payment shall be made upon delivery of certificates for the Units to you against receipt therefor signed by you. The Units to be delivered at a closing shall be registered in such name or names and shall be in such denominations as you, at least two business days before the related Closing Time, may request, and shall be made available to you for inspection, checking and packaging by you in New York, New York, not later than 10:00 a.m., New York City time, on the last business day prior to such Closing Time. (c) In connection with the distribution and sale of the Securities as contemplated by the Prospectus, the Company hereby grants to the Representative the right to receive on each Closing DateTime the Unit Purchase Option. The Unit Purchase Option will be exercisable into such number of Units as equals 10% of the aggregate number of Units sold in the Offering for a five-year period, commencing one year after the effective date of the Registration Statement, at an exercise price of $1.00 per Unit. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute the closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Noble. (e) It is understood that you, individually and not as the Representative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 97.29954% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPDechert LLP at 1900 K Street NW, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Washington, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, D.C. 20006 or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on March 19, on 2025 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 97.996% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Dechert LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇▇ LLP▇▇, ▇.▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on October 8, on 2021 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 98.500% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior if any, from February 28, 2012 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the third business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Issuer Global Note will make such certificate or certificates for the Securities be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representative not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities for sale to the public at the price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by Deutsche Bank Securities Inc. on behalf of the Underwriters, and any such action taken by Deutsche Bank Securities Inc. shall be binding upon the Underwriters.

Purchase Sale and Delivery of the Securities. On the --------------------------------------------- basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several UnderwritersInitial Purchasers, and each Underwriter, acting of the Initial Purchasers severally and not jointly, agrees to purchasepurchase from the Company, at a price of $96.50 per share, the Notes in the respective principal amounts number of Shares set forth opposite such Underwriter’s name their respective names on Schedule 1 hereto from A hereto. The obligations of the Issuer at 99.35% of their principal amountInitial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes Shares that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request each Initial Purchaser -- requests upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor therefor, by wire transfer (same day funds), payable to such account or accounts as upon the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through the facilities Company in immediately available funds. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities Shares shall be made at the offices of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 on or about 9:00 A.M., New York City time, on February 13January 23, 20151997 (the Company having requested, and the Initial Purchasers having agreed to such date in order for certain conditions to the Initial Purchasers' obligations to be able to be satisfied) or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or ------------ certificates for the Securities Shares available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian in New York, New York, or York of BT Securities Corporation at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $19.00 per Unit, which represents the public offering price set forth in the Prospectus less an underwriting discount of ten percent (10%), the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Drinker Biddle & Reath LLP, One Loga▇ ▇▇▇are, ▇▇▇▇▇delphia, ▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13__________, 20152002, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, all in accordance with Rule 15c6-1 of the Exchange Act (as defined in Section 8 herein), such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities (the "Over-Allotment Option"). The purchase price to be paid for any Option Securities shall be the same price per Unit as the price per Unit for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq Small Cap Market (as defined in Section 5(m) herein) is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option if such exercise occurs. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities, and together with the Firm Closing Date, the "Closing Dates." Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) In connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Representatives, in consideration for a payment of $2,500, the right to receive on the Firm Closing Date and the Unit Purchase Option. The Unit Purchase Option will be exercisable into a maximum of 32,500 Units for a five-year period, commencing one year after the effective date of the Registration Statement, at an exercise price of $21.43 per Unit. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Noble. (e) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name on Schedule 1 hereto from Underwriter in Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 101.296% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPDechert LLP at One International Place, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Boston, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, Massachusetts 02110 or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on September 25, on 2025 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Time, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Time. The Securities purchased hereunder shall be delivered at the Closing Time through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. (a) On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwritersto, and each Underwriterof the Selling Securityholders, acting severally and not jointly, agrees to purchasesell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders, at a purchase price of $_____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount2 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and the Attorneys-in-Fact at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through Company and the facilities Selling Securityholders, as their interests may appear. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇Pillsbury Madison & Sutro LLP, ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇San Francisco, ▇▇▇ ▇▇▇▇ California at 10:00 9:30 A.M., New York time, on February 13__, 2015, 2000 or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City timeexercise date shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Attorneys-in-Fact setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Credit Suisse First Boston Corporation. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer agrees Company and the Selling Stockholders agree to issue and sell to the several Underwriterseach Underwriter, and each Underwriter agrees to purchase from the Company and the Selling Stockholders, at a price equal to $_____ per Unit [90% of the public offering price], that number of Firm Units as set forth in Schedule A opposite the name of such Underwriter, acting severally subject to adjustment as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof. (b) In addition, on the basis of the representations, warranties, covenants and not jointlyagreements herein contained, agrees but subject to purchasethe terms and conditions herein set forth, the Notes in Company hereby grants an option to the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from Underwriters to purchase all or any part of the Issuer Option Units at 99.35a price equal to $______ per Unit [90% of their principal amountthe public offering price]. One The option granted hereby will expire forty-five (45) days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or more certificates (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in definitive form whole or in part from time to time only for the Notes that purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Units upon notice by the Representatives to the Company setting forth the number of Option Units as to which the Underwriters have agreed to purchase hereunderare then exercising the option and the time and date of payment and delivery for any such Option Units. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, and but shall not be later than seven (7) full business days after the exercise of said option, nor in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours any event prior to the Closing Date, unless otherwise agreed upon by the Representatives and the Company. Nothing herein contained shall obligate the Underwriters to exercise the option granted hereby. No Option Units shall be delivered by unless the Firm Units shall be simultaneously delivered or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters shall theretofore have been delivered as herein provided. (c) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificates for, the Securities Firm Units shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York▇▇▇▇▇, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., shall be agreed upon by the Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on _________, 2000 or at such other time and date as shall be agreed upon by the Representatives and the Company but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Units are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Units shall be made at the above mentioned office of the ▇▇▇▇▇ or at such other place as shall be agreed upon by the Representatives and the Company on each Option Closing Date as specified in the notice from the Representatives to the Company. Delivery of the certificates for the Firm Units and the Option Units, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Units and the Option Units, if any, to the order of the Company by New York Clearing House funds. Certificates for the Firm Units and the Option Units, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Units and the Option Units, if any, shall be made available to the Representatives at such offices or such other place as the Representatives may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell to the Representatives or their designees the Representatives' Warrants for an aggregate purchase price of $.0001 per warrant, which Representatives' Warrants shall entitle the holders thereof to purchase an aggregate of an additional 422,489 Units. The Representatives' Warrants shall be exercisable for a period of forty-eight (48) months commencing twelve (12) months from the Effective Date at a price equaling one hundred and twenty percent (120%) of the initial public offering price of the Units. The Representatives' Underlying Warrants are identical to the Redeemable Warrants, except they are not redeemable. The Representatives' Warrant Agreement and the form of the certificates for the Representatives' Warrant shall be substantially in the form filed as Exhibit _____ to the Registration Statement. Payment for the Representatives' Warrants shall be made on the Closing Date.

Purchase Sale and Delivery of the Securities. (A) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly agrees to purchase from the Company, at a price equal to $__________ per Share, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (B) In addition, on the basis of the representations, warranties, covenants and agreements, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, agrees to purchasepurchase all or any part of an additional 168,750 shares of Common Stock at a price of $_____ per share of Common Stock. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Notes Company has elected not to rely on Rule 430A under the Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Regulations, and may be exercised in the respective principal amounts set forth opposite such Underwriter’s name whole or in part from time to time (but not on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form than two (2) occasions) only for the Notes that purpose of covering over-allotments which may be made in connection with the Underwriters have agreed to purchase hereunder, offering and in such denomination or denominations and registered in such name or names as distribution of the Underwriters request Firm Securities upon notice by the Representative to the Issuer at least 48 hours Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than three full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. Nothing herein contained shall obligate the Underwriters to exercise the over-allotment option described above. No Option Securities shall be delivered by unless the Firm Securities shall be simultaneously delivered or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters shall theretofore have been delivered as herein provided. (C) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificates for, the Firm Securities shall be made at the offices of ▇▇▇National, at ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.▇▇, New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York▇▇▇▇▇▇▇▇▇▇, or at such other place as Deutsche Bank shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 9:00 a.m. (New York time) on ______________, 1997, or at such other time and date as shall be agreed upon by the Representative and the Company, but no more than four (4) business days after the date hereof (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Securities Inc. are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above mentioned office of National or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters, of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities, subject in each case to such adjustments as the Representative in their discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities and the Option Securities, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may designaterequest in writing at least three (3) business days prior to Closing Date or the relevant Option Closing Date, not as the case may be. The certificates for the Firm Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 1:00 P.M., New York City time, 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (D) On the Closing Date., the Company shall issue and sell to the Representative Representative's Warrants at a purchase price of $0.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 112,500 shares of Common

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company at a price of $ per share of Common Stock, the Notes in the respective principal amounts that number of Firm Shares set forth in Schedule A opposite the name of such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters . (b) Payment of the purchase price therefor and delivery of certificates for the Firm Shares shall be made at the offices of [▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇], or at such other place as shall be agreed upon by wire transfer the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (same day funds)New York City time) on , to 2005, or at such account or accounts other time and date as shall be agreed upon by the Issuer shall specify prior to Representative and the Company, but not more than three business days after the foregoing date (such time and date of payment and delivery being herein called the “Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date”). Delivery of the Notes Firm Shares shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the respective aggregate purchase prices of the Firm Shares being sold by the Company, to or upon the order of, the Company by wire transfer payable in same day funds to the accounts specified by the Company. Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives Representative shall otherwise instruct. (c) In addition, on the basis of the representations, warranties, covenants and payment agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby grant an option to the Underwriters to purchase all or any part of the Option Shares at the same purchase price per share as the Underwriters shall pay for the Securities Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. Said option may be exercised from time to time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of shares of the Option Shares as to which the several Underwriters are exercising the option and any Option Closing Date. The number of the Option Shares to be purchased by each Underwriter shall be made the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. The maximum number of Option Shares to be sold by the Company and the Selling Shareholders is 412,500 shares and 412,500 shares, respectively. (d) If the option provided for in Section (c) hereof is exercised after the third business day prior to the Closing Date, the Company and the Selling Shareholders will deliver the Option Shares (at the offices expense of the Company) to the Representative at [▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., ▇▇▇ LLP, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters], on the one handdate specified by the Representative which shall be within three business days after exercise of said option (each such date and time of payment and delivery being herein called an “Option Closing Date”), against payment by the several Underwriters through the Representative thereof to, or upon the order of, the Company and the Selling Shareholders by wire transfer payable in same day funds to the accounts specified by the Company and the Selling Shareholders. Delivery of the Option Shares shall be made through facilities of The Depository Trust Company unless the Representative shall otherwise instruct. Each Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the “Transfer Agent”) any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Option Shares in accordance with the provisions of this Section (d), authorize and instruct the Transfer Agent to cancel any such certificates and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Option Shares in accordance with the provisions of this Section 3(d). If settlement for the Option Shares occurs after the Closing Date, the Company and the Selling Shareholders will deliver to the Representative on any settlement date for the Option Shares, and the Issuerobligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 8 hereof. Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other handsimilar taxes, may agree uponif any, payable upon the sale or delivery of the Option Shares to be sold by such time Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of such Selling Shareholder’s obligations hereunder and date of delivery against (ii) the Custodian is authorized to deduct for such payment being herein referred any such amounts from the proceeds to as the “Closing Date.” The Issuer will make such certificate or certificates Selling Shareholder hereunder and to hold such amounts for the Securities available for checking and packaging by account of such Selling Shareholder with the Underwriters at Custodian under the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing DateCustody Agreement.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, agrees to purchase, purchase from the Notes in Company the respective principal amounts number of Firm Shares and Pre-Funded Warrants set forth opposite such Underwriter’s name their respective names on Schedule 1 I hereto from together with any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer at 99.35% provisions of their principal amountSection 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. One or more certificates in definitive form The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $1.786 per share. The purchase price for the Notes that Pre-Funded Warrants to be paid by the several Underwriters have to the Company shall be $1.7766 per Pre-Funded Warrant. (b) The closing of the issuance of the Firm Shares and Pre-Funded Warrants shall be held at the office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Underwriters’ Counsel”), or at such other place as shall be agreed to purchase hereunderupon by the Representative and the Company, at 10:00 a.m., New York City time, on April 13, 2021, or such other time and in such denomination or denominations and registered in such name or names date as the Underwriters request Representative and the Company may agree upon notice to in writing (such time and date of payment and delivery being herein called the Issuer at least 48 hours prior to the “Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters ”). Payment of the purchase price therefor for the Firm Shares and Pre-Funded Warrants shall be made by wire transfer (in same day funds), to such account or accounts as the Issuer shall specify prior funds to the Closing Date, or accounts specified by such means as the parties hereto shall agree prior Company upon delivery of the Firm Shares and Pre-Funded Warrants to the Closing Date. Delivery of the Notes shall be made Representative through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment ) for the Securities respective accounts of the several Underwriters. The Firm Shares and Pre-Funded Warrants shall be made registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,980,039 Additional Shares at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at 10:00 A.M., New York any time and from time to time, in whole or in part on February 13, 2015, one or at such other place, time or date as the Underwritersmore occasions, on or before the one handthirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the Issuerdate and time, on as reasonably determined by the other handRepresentative, may agree upon, when the Additional Shares are to be delivered (any such date and time and date of delivery against payment being herein sometimes referred to as the an “Additional Closing Date.” The Issuer will make ”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such certificate Underwriter in Schedule I hereto (or certificates for such number increased as set forth in Section 10 hereof) bears to the Securities available for checking and packaging total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Underwriters Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the offices office of DTC or its designated custodian in New York, New YorkUnderwriters’ Counsel, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M.at 10:00 a.m., New York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $__ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York local time, on February August [13], 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject Subject to the terms and conditions herein and in exchange for the payment of the aggregate purchase price as set forthforth on the signature page hereto (the “Purchase Price”), the Issuer Company agrees to issue and sell to the several Underwriterseach Purchaser, and each Underwriter, acting severally and not jointly, and each Purchaser agrees to purchase, severally and not jointly, from the Notes Company, the number of Shares shown on the signature page hereto for the aggregate purchase price set forth below such Purchaser’s name. In connection with the purchase and sale of the Shares, for no additional purchase price, each Purchaser will receive warrants to purchase the number of shares of Common Stock shown on the signature page of this Agreement, which number will be forty percent (40%) of the number of Shares purchased by such Purchaser, subject to adjustments as set forth in the respective principal amounts set forth opposite such Underwriter’s name Warrants, substantially in the form attached hereto at Exhibit A . (a) The closing of the transactions described herein (the “Closing”) shall take place at a time and on Schedule 1 hereto from a date (the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for “Closing Date”) to be specified by the Notes that the Underwriters have agreed to purchase hereunderparties, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to which will be no later than 5:00 p.m. (Pacific Time) on December 28, 2007. (b) On the Closing Date, shall be delivered by or the Company will: (i) deliver the Subscription Agreement duly executed on behalf of the Issuer Company; (ii) deliver to its transfer agent irrevocable instructions to issue and deliver certificates for the Underwritersnumber of shares of Common Stock that the Purchasers have agreed to purchase, against payment by or in the names and amounts set forth on the signature pages hereto; (iii) issue and deliver the Warrants, in the names and amounts set forth on the signature page hereto; (iv) deliver a Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”) duly executed on behalf of the Underwriters Company; and (v) deliver a certificate of the purchase price therefor Chief Executive Officer of the Company, dated as of the closing date, certifying: (i) the adoption by wire transfer the Company’s Board of Directors of attached resolutions authorizing, among other things, the execution of the Transaction Documents and the consummation of the transactions contemplated therein, (same day funds)ii) the incumbency of the officer executing the Transaction Documents, (iii) that the representations and warranties contained in this Agreement are, to such account or accounts officer’s knowledge, true and correct as the Issuer shall specify prior to of the Closing Date, or and (iv) that the Company has performed all obligations and complied with all agreements, covenants and conditions required hereunder to be performed by such means as the parties hereto shall agree it prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company Closing. (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to c) On the Closing Date, each Purchaser will deliver (i) the Purchase Price by wire transfer of immediately available funds to an account previously designated in writing, and (ii) the Subscription Agreement duly executed on behalf of the Purchaser, and (iii) the Registration Rights Agreement duly executed on behalf of the Purchaser. (d) The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company and the Guarantors agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterof the Initial Purchasers agrees, acting severally and not jointly, agrees to purchasepurchase the Securities, the Notes at 97% of their principal amount, in the respective principal amounts set forth opposite such Underwriter’s name their names on Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇Shereff, Friedman, Hoff▇▇▇ ▇▇▇▇ & Good▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇P, 919 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at 10:00 A.M., New York time, on February 13July 24, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian BT Securities Corporation in New York, New York, York or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Issuer Company agrees to issue and sell to the several Underwriters2,500,000 shares of common stock constituting Firm Securities, and (ii) each Underwriter, acting severally and not jointly, of the Underwriters agrees to purchasepurchase from the Company, the Notes in the respective principal amounts at a purchase price of $______ per share, an aggregate number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunderhereunder from the Company, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon written notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer (in same day funds), to such account or accounts as funds (the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of EBI Securities Corporation, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ & ▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇at 7:30 a.m., ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York Mountain time, on February 13_____________________, 20151999, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC the Company's transfer agent or its designated custodian registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the book-entry facilities of the Depository Trust Company. (b) For the sole purpose of covering any over-allotments in New York, New York, or at such other place connection with the distribution and sale of the Firm Securities as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City timecontemplated by the Prospectus, on the basis of the covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 60 days after the date of the Prospectus (or, if such 60th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market or applicable exchange is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds received by it to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wired funds are not returned by it, in same-day funds, interest at the Prime Rate (as defined in Section 8(a)) on the date hereof on the amount of such wired funds received from the Underwriters.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $_________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (of Federal or similar same day funds (the "wired funds), ") to such an account or accounts as designated by the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Brow▇ & ▇ood ▇▇▇, One ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 ▇▇▇▇▇ ▇▇ 9:30 A.M., New York time, on February 13November __, 2015, 1996 or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New York, York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Firm Closing Date. (b) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Column (a) of Schedule 1 I hereto and (B) the Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer Selling Stockholder at 99.35% a purchase price of their principal amount$_________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Column (b) of Schedule I hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Stockholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery respective accounts of the Notes shall be made through Company and the facilities Selling Stockholder. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13__________, 20151999, or at such other place, time or date as the UnderwritersRepresentatives, on the one hand, Company and the Issuer, on the other hand, Selling Stockholder may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and the Selling Stockholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Stockholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Selling Stockholder. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Stockholder prior to the completion of the closing of a purchase of Securities, the Company and the Selling Stockholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Stockholder will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company or the Selling Stockholder to the Underwriters on the same day the Wired Funds were received by the Company or the Selling Stockholder, the Company and the Selling Stockholder agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersUnderwriter, and each Underwriter, acting severally and not jointly, the Underwriter agrees to purchasepurchase from the Company, at a purchase price of $14.335 per share, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amountFirm Securities. One or more certificates in definitive form for the Notes Firm Securities that the Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Underwriter requests upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersUnderwriter for its account, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor thereof by wire transfer (in same day funds), to such account or accounts as funds (the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriter an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York timeStock Exchange is open for trading). The Underwriter shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Underwriter may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the number of Option Securities as to which the Underwriter is then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Underwriter but shall not be earlier than two business days or later than five business days after such exercise of the option and, on February 13in any event, 2015shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or at such other place, time or on such other date as the UnderwritersUnderwriter and the Company may agree upon or as the Underwriter may determine, on is herein called the one hand"Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, subject to the terms and conditions herein set forth, the Company shall become obligated to sell to the Underwriter, and the IssuerUnderwriter shall become obligated to purchase from the Company, the same number of the Option Securities as to which the Underwriter is then exercising the option. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the other handrelated Option Closing Date in the manner, may agree uponand upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such time Option Securities and date of delivery against payment being herein referred to as the “Option Closing Date, respectively.” (c) The Issuer will make such certificate Company hereby acknowledges that the wire transfer by or certificates on behalf of the Underwriter of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriter indicates completion of the closing of a purchase of the Securities available for checking and packaging by from the Underwriters at Company. Furthermore, in the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on event that the day Underwriter wires funds to the Company prior to the Closing Datecompletion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriter executes and delivers a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriter as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriter on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriter in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriter's cost of financing as reasonably determined by the Underwriter.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer (a) The Securities The Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriter, acting severally and not jointly, agrees all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to purchasethe conditions herein set forth, the Notes Initial Purchasers listed in Schedule A agree, ▇▇▇▇▇▇▇ - PURCHASE AGREEMENT severally and not jointly, to purchase from the respective Company the aggregate principal amounts amount of Securities set forth opposite such Underwriter’s name on their names in Schedule 1 hereto from the Issuer A, at 99.35a purchase price of 98.5% of their the principal amount. One or more amount thereof payable on the Closing Date. (b) The Closing Date Delivery of certificates for the Securities in definitive form for to be purchased by the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, Initial Purchasers and payment for the Securities therefor shall be made at the offices of ▇▇▇▇Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, ▇▇▇▇▇ (or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., be agreed to by the Company and the Initial Purchasers) at 9:00 a.m. New York City time, on November 30, 2004, or such other time and date, as the day Initial Purchasers shall designate by notice to the Company (the time and date of such closing are called the "CLOSING DATE"). The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16. (c) Delivery of the Securities The Company shall deliver, or cause to be delivered, to Deutsche Bank Securities Inc. for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the aggregate amount of the purchase price therefor to such accounts as the Company shall have specified in writing not less than two business days prior to the Closing Date. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. (d) Delivery of Offering Memorandum to the Initial Purchasers Not later than 12:00 p.m. on the fourth business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriter, acting of the Underwriters severally and not jointlyjointly agree to purchase from the Company, agrees to purchaseat a purchase price of $19.00 per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (in same day funds), to such account or accounts as the Issuer shall specify prior funds ("Wired Funds") to the Closing Dateaccount of the Company; PROVIDED, or that such payment by such means as the parties hereto Underwriters shall agree prior be less the fee payable by the Company to Prudential Securities Incorporated pursuant to the Closing DateFinancial Advisory Services Agreement of even date herewith between the Company and Prudential Securities Incorporated. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Cleary, Gottlieb, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13March 30, 20152000, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of State Street Bank and Trust Company or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities at such other place as Deutsche Bank any time (but not more than three times) on or before the 30th day after the date on which trading of the Securities Inc. may designate, not later than 1:00 P.M., commences on the New York City timeStock Exchange (or, if such 30th day shall be a Saturday or Sunday or holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities to be purchased and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days nor later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date.. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 97.288% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior if any, from August 13, 2010 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the third business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Issuer Global Note will make such certificate or certificates for the Securities be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representative not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities for sale to the public at the price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by Deutsche Bank Securities Inc. on behalf of the Underwriters, and any such action taken by Deutsche Bank Securities Inc. shall be binding upon the Underwriters.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 98.0% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Dechert LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇▇ LLP▇▇, ▇.▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on December 15, on 2020 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersUnderwriter, and each Underwriterthe Underwriter agrees, acting severally and not jointlyto purchase from the Company, agrees to purchaseat a purchase price of $26.13 per share, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amountSecurities. One or more certificates in definitive form for the Notes Securities that the Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Underwriter requests upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersUnderwriter, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor by wire transfer in same- day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 6:30 A.M., New York local time, on February 1318, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Underwriter and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Underwriter at the offices of DTC or its designated custodian in New York, New York, York of the Company's transfer agent or registrar or of the Underwriter at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date. (b) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriter of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriter indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriter wires funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriter executes and delivers a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriter as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriter on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriter, in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriter's cost of financing as reasonably determined by the Underwriter.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer (a) The Securities. The Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriter, acting severally and not jointly, agrees all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to purchasethe conditions herein set forth, the Notes in Initial Purchasers agree, severally and not jointly, to purchase from the respective Company the aggregate principal amounts amount of Securities set forth opposite such Underwriter’s name their names on Schedule 1 hereto from SCHEDULE A, at the Issuer at 99.35% offering price set forth on the cover of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderOffering Memorandum, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to plus accrued interest, payable on the Closing Date. As compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities, the Company will pay to the Initial Purchasers a commission of 1.26% of the principal amount thereof sold to the Initial Purchasers under this Agreement. All payments to be made by the Company to the Initial Purchasers as compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities hereunder shall be delivered by made without withholding or deduction for or on behalf account of the Issuer to the Underwritersany present or future taxes, against payment by duties or on behalf of the Underwriters of the purchase price therefor by wire transfer governmental charges whatsoever. (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the b) The Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022 (or such other place as ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ al Purchasers) at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., 9:00 a.m. New York City time, on November 19, 2004, which date and time may be postponed by agreement between the day prior Company and the Initial Purchasers or as provided in Section 16 hereof (the time and date of such closing are called the "Closing Date"). The Company hereby acknowledges that circumstances under which the Initial Purchasers may request to postpone the Closing DateDate as originally scheduled include, without limitation, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees and, at and as of the Effective Time, the Company and the Guarantors agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.3597% of their principal amount. The Company agrees, immediately upon the consummation of the Recapitalization Merger, to assume all of the Issuer's obligations under the Notes and the Indenture. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer of federal (same day funds), day) funds to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ Dechert Price & ▇▇▇▇▇▇, ▇▇ ▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.New York, New York at 9:00 A.M. (New York time), on February 13August 4, 20151998, or at such other place, time or date not later than seven full business days thereafter as the UnderwritersInitial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer will make such certificate or certificates for the Securities Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Dechert Price & ▇▇▇▇▇▇ in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell the Shares and the Warrants to the several Underwriters, and each Underwriterthe Underwriters agree, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts numbers of Shares and Warrants set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% names of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to in Schedule I hereto. The purchase hereunder, price shall be $[●] for each Shares and in such denomination or denominations related Warrant (the “Purchase Price”). (b) The Shares and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall Warrants will be delivered by or on behalf of the Issuer Company to the Underwriters, for their respective accounts, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (of same day funds), to such account or accounts as the Issuer shall specify prior funds payable to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇ Capital Partners, LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇, ▇▇▇▇▇▇▇ LLP▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Aegis Capital Corporation, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇- ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇, or such other location as may be mutually acceptable, at 10:00 A.M., New York 6:00 a.m. Pacific time, on February 13the third (or if the Shares and the Warrants are priced, 2015as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other place, time or and date as the Underwriters, on the one hand, Representatives and the Issuer, on Company determine pursuant to Rule 15c6-1(a) under the other hand, may agree upon, such Exchange Act. The time and date of delivery against payment being herein of the Shares and the Warrants is referred to herein as the “Closing Date.” The Issuer will make On the Closing Date, the Company shall deliver the Shares and the Warrants, which shall be registered in the name or names and shall be in such certificate or certificates for denominations as the Securities available for checking and packaging by Representatives may request on behalf of the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the least one (1) business day prior to before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall (a) with respect to the Shares, be made through the facilities of the Depository Trust Company’s DWAC system, and (b) with respect to the Warrants, be made by physical delivery to be received or directed by the Representatives on behalf of the Underwriters no later than one (1) business day following the respective Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $12.50 per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPthe Company, ▇▇▇ ▇▇55 P▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇, ▇▇ at 10:00 9:30 A.M., New York time, on February 13June 3, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” "; provided, however, that the participation of the Company and the Representatives and their respective counsel at such closing may be by telephone or facsimile as reasonably necessary to consummate the transaction contemplated hereunder. The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.of the

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company and the Subsidiary Guarantors agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Company and the Subsidiary Guarantors 50,000 Units at 99.35% a purchase price of their principal amount$960.00 per Unit. One or more certificates in definitive form for the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Jeff▇▇▇▇▇ & ▇ompany, Inc. requests upon notice to the Issuer Company at least 48 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company and the Subsidiary Guarantors to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.a.m., New York time, on February 13April 17, 20151997, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company has requested that the Closing Date be scheduled to occur five business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make such certificate or certificates for the such Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian Jeff▇▇▇▇▇ & ▇ompany, Inc. in New York, New York, or at such other place as Deutsche Bank Securities Jeff▇▇▇▇▇ & ▇ompany, Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date. Securities to be represented by one or more definitive global Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian. As additional compensation to the Initial Purchaser, the Company agrees to issue to the Initial Purchaser (in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 24 hours prior to the Closing Date) at the Closing Date, for no additional consideration, warrants to purchase initially 127,972 shares of Common Stock at an initial exercise price of $.01 per share of Common Stock (the "Additional Warrants").

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriter, Initial Purchaser acting severally and not jointly, jointly agrees to purchasepurchase from the Company, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35100% of their principal amount. Each Initial Purchaser shall receive a commission equal to 2.00% of the aggregate principal amount of the Notes purchased by such Initial Purchaser. Such commission may be deducted from the purchase price paid by such Initial Purchaser. One or more certificates in definitive form for the Notes and the related Guarantees that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, Date shall be delivered by or on behalf of the Issuer to the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers, of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior of immediately available funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company previously designated by it in writing. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities Notes and the related Guarantees shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ Cahill Gordon & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Reindel at 10:00 9:00 A.M., New York time, on February 13April 3, 20152003, or at such other place, time or ▇▇ ▇▇ ▇▇▇▇ ▇the▇ ▇▇▇▇▇ion date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities Notes and the related Guarantees available for checking and packaging review by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian in New York, New YorkYork of Salomon Smith Barney Inc. ("SSB"), or at such other place as Deutsche Bank Securities Inc. may designatethe Initi▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇signate, not later than 1:00 P.M., New York City time, P.M. on the day Business Day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, the Notes in the respective principal amounts amount of Securities set forth in Schedule I opposite the name of such Underwriter’s name on Schedule 1 hereto Underwriter (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), at a purchase price of 99.265% of the principal amount thereof plus accrued interest, if any, from the Issuer at 99.35% of their principal amount. One or more certificates date specified in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice Schedule II hereto to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf date of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters and delivery,. Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificate(s) for, the Securities shall be made at the offices of ▇▇▇▇▇UBS Securities LLC, 299 Park Avenue, New York, New York, at 10:00 a.m. New York time, on t▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, e of this Agreement or at such other placetime and date not later than three business days thereafter as you and the Company shall agree upon (unless the pricing of the Securities shall occur after 4:30 PM Eastern Time, time or date as the Underwriters, then payment and delivery shall occur on the one hand, and fourth business day after the Issuer, on the other hand, may agree upondate of this Agreement), such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuer will make such certificate " (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or certificates executive order to be closed). Payment for the Securities available for checking and packaging to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to UBS Securities LLC for the respective accounts of the Underwriters at of the offices Securities to be purchased by them. It is understood that each Underwriter has authorized UBS Securities LLC, for its account, to accept delivery of, receipt for, and make payment of DTC or the purchase price for, the Securities which it has severally agreed to purchase. UBS Securities LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its designated custodian obligations hereunder. The Securities will be evidenced by a single definitive global certificate in New Yorkbook-entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, the Representatives request in writing not later than 1:00 P.M., New York City time, on the second full business day prior to the Closing Date. The single global certificate, or certificates if not in book-entry form, will be made available for inspection by the Representatives at least one business day prior to the Closing Date at the office of UBS Securities LLC or such other place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersPurchasers, and each UnderwriterPurchasers agree to purchase from the Company, acting severally 55,000 shares of Series A Stock at $100.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and not jointlysale of Series A Stock, agrees to purchasefor no additional consideration, the Notes Purchasers and MAG will receive Warrants to purchase up to an aggregate of Three Hundred Thirty Thousand (330,000) shares of Common Stock, subject to adjustment as set forth in the Warrants in the respective principal amounts set forth opposite such Underwriter’s name shown on Schedule 1 hereto from the Issuer signature page hereto. The closing of the transactions described herein (the “Closing”) shall take place at 99.35% of their principal amounta time and on a date (the “Closing Date”) to be specified by the parties, which will be no later than 5:00 p.m. (Pacific time) on August 5, 2004. One or more On the Closing Date, the Company shall deliver (a) certificates in definitive form for the Notes Series A Stock that the Underwriters Purchasers have agreed to purchase hereunderpurchase, as well as the Warrants, in the names and amounts set forth on the signature page hereto, (b) the Due Diligence Fee of $275,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing, (c) the broker fee of $275,000 as set forth in Paragraph 2(v) by wire transfer of immediately available funds to an account of Ascendiant Securities, LLC previously designated by it in writing, (d) the Subscription Agreement, Certificate of Designation and Registration Rights Agreement, each duly executed on behalf of the Company, and (e) and Opinion of Counsel in such denomination or denominations and registered in such name or names the form attached hereto as the Underwriters request upon notice to the Issuer at least 48 hours prior to Exhibit C. On the Closing Date, Purchasers shall be delivered deliver (i) the Purchase Price by or wire transfer of immediately available funds to an account previously designated in writing, and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the Issuer Purchasers and MAG. The Closing will will occur when all documents and instruments necessary or appropriate to effect the Underwriters, against payment transactions contemplated herein are exchanged by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to parties and all actions taken at the Closing Date, or by such means as the parties hereto shall agree prior will be deemed to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Datetaken simultaneously.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Initial Purchaser and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchasepurchase from the Company, at a purchase price of 97.75% of the aggregate principal amount thereof (the "Purchase Price"), plus accrued interest, if any, from May 7, 2003 to the Closing Date, the Notes Firm Securities. Each Security will be convertible at the option of the holder into shares of Common Stock at the conversion price set forth in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from Securities (the Issuer at 99.35% "Conversion Price"), which Conversion Price is subject to adjustment upon the occurrence of their principal amountcertain events as provided in the Securities and the Indenture. One or more certificates global securities representing the Firm Securities shall be registered by the Trustee in definitive form for the Notes that name of the Underwriters have agreed nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to purchase hereunder, and in the accounts of such denomination or denominations and registered in such name or names of its participants as the Underwriters request Initial Purchaser shall request, upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf with any transfer taxes payable in connection with the transfer of the Issuer Securities to the UnderwritersInitial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Underwriters Initial Purchaser to the account of the purchase price Company of the aggregate Purchase Price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, 1900 Pennzoil Place, South Tower, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇, at 10:00 A.M.9:30 a.m., New York City time, on February 13May 7, 20152003, or at such other place, time or date not later than five business days thereafter as the Underwriters, on the one hand, Initial Purchaser and the Issuer, on the other hand, Company may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “"Closing Date.” " (As used herein, "business day" means a day on which The Issuer will make such certificate or certificates American Stock Exchange is open for the Securities available for checking trading and packaging by the Underwriters at the offices of DTC or its designated custodian on which banks in New York, New York, York are open for business and are not permitted by law or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior executive order to the Closing Datebe closed.)

Purchase Sale and Delivery of the Securities. (a) The Company agrees to sell to the several Underwriters the Firm Securities upon the terms herein set forth. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and upon the terms but subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several UnderwritersUnderwriters agree, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase from the Notes in Company the respective principal amounts number of Firm Securities set forth opposite such Underwriter’s name their names on Schedule 1 hereto from the Issuer A at 99.3597.855% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice if any, from August 23, 2001 to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf date of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer and delivery. (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. b) Delivery of the Notes shall Firm Securities to be made through purchased by the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, Underwriters and payment for the Securities therefor shall be made at the offices of ▇▇▇▇Banc of America Securities LLC ("BAS"), 9 W▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇r such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York time, on August 23, 2001, or such other time and date not later than 10:30 a.m. New York time, on September 6, 2001, as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of $22,500,000 in principal amount of Optional Securities from the Company at 97.855% of their principal amount plus accrued interest, if any, from August 23, 2001 to the date of payment and delivery. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Securities. The option granted hereunder may be exercised at any time (but not more than once) upon notice by BAS to the Company which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Optional Securities as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Securities are to be registered and (iii) the time, date and 11 13 place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of the Firm Securities and the Optional Securities). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by BAS and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities that bears the same proportion to the total number of Optional Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities. BAS may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. (e) Payment for the Securities shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. BAS or Sal▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.▇▇r▇▇▇ ▇▇c., New York time, on February 13, 2015, or at such other place, time or date individually and not as the Representatives of the Underwriters, on may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the one handRepresentatives by the First Closing Date or the Second Closing Date, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters the Firm Securities at the First Closing Date.” , against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Issuer will make such certificate Company shall also deliver, or cause to be delivered to the Representatives for the accounts of the several Underwriters, certificates for the Optional Securities the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Securities shall be registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be), with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, and shall be made available for checking inspection on the business day 12 14 preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and packaging delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (g) Not later than 12:00 p.m. on the second business day following the date the Securities are first released by the Underwriters at for sale to the offices public, the Company shall deliver or cause to be delivered, copies of DTC or its designated custodian the Prospectus in New York, New York, or such quantities and at such other place places as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing DateRepresentatives shall request.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchasepurchase from the Company, Units at a price of $______ per Unit. Based on its determination of the relative fair market values of the Notes and the Warrants, the Notes Company intends to treat $ __________ of the issue price of a Unit as allocable to the Note included in such Unit and $ _________ as allocable to the respective principal amounts set forth opposite Warrant included in such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amountUnit. One or more certificates in definitive form for the Notes Units that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer Company at least 48 hours prior to the Closing -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (of same day funds), funds to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of White & Case, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13__, 20151998, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities Units available for checking inspection and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or Initial Purchaser at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on designated by the day Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer Company at 99.3598.63875% of their principal amount. One or more certificates in definitive form or global form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llp, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 1327, 20152014, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date. The Company hereby acknowledges that circumstances under which Deutsche Bank Securities Inc. may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell the Firm Securities to each of the several Underwriters and each of the Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $_________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several 8 Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇0 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 10:00 ▇▇▇▇▇, ▇▇ 9:30 A.M., New York time, on February 13______, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) 9 upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each UnderwriterUnderwriter agrees, acting subject to the conditions hereinafter stated, severally and not jointly, agrees to purchasepurchase from the Company, at the purchase price of 99.325% of the principal amount of the Notes in (the respective “Purchase Price”) the principal amounts amount of the Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer I hereto. (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. b) Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at 10:00 am, London time, on July 7, 2016, or at such time on such later date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through a common depositary or its nominee on behalf of Clearstream Banking, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇société anonyme (“Clearstream”) and Euroclear Bank S.A/N.V., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015as operator of the Euroclear system (“Euroclear”) unless the Representatives shall otherwise instruct. (c) The Company and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or at an agent of, the Company, the Guarantors or any other person. Additionally, no Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such other place, time or date as matters and shall be responsible for making their own independent investigation and appraisal of the Underwriters, on the one handtransactions contemplated hereby, and the Issuer, on Underwriters shall have no responsibility or liability to the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate Company or certificates for the Securities available for checking and packaging any Guarantor with respect thereto. Any review by the Underwriters at of the offices Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of DTC the Underwriters and shall not be on behalf of the Company or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Dateany Guarantor.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 100.75% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior plus accrued interest from May 18, 2020 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “DTC”)business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., unless New York time, on the Representatives shall otherwise instruct, and payment for business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities shall be made for sale to the public at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, ▇▇▇ and any such action taken by ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as Sachs & Co. LLC shall be binding upon the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $_______ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountI hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ Stroock & ▇▇▇▇Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13_________, 20152000, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each UnderwriterUnderwriter agrees, acting subject to the conditions hereinafter stated, severally and not jointly, agrees to purchasepurchase from the Company, at the purchase price of 99.117% of the principal amount of the 2017 Notes, 98.999% of the principal amount of the 2022 Notes in and 98.940% of the respective principal amounts amount of the 2042 Notes thereof (each, a “Purchase Price”) the principal amount of the Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto from the Issuer at 99.35% I hereto. (b) Delivery of their principal amount. One or more certificates in definitive form and payment for the Notes that Securities shall be made at 10:00 am on May 3, 2012 or at such time on such later date not more than three business days after the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names foregoing date as the Underwriters request upon notice Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”) at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP. Delivery of the Securities shall be made to the Issuer at least 48 hours prior to Representatives for the Closing Date, shall be delivered by or on behalf respective accounts of the Issuer to the Underwriters, several Underwriters against payment by or on behalf of the several Underwriters through the Representatives of the purchase price therefor thereof to or upon the order of the Company by wire transfer (same payable in same-day funds), funds to such an account or accounts as specified by the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Delivery of the Notes Securities shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct. (c) The Company and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, no Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and payment for the Securities Guarantors shall consult with their own advisors concerning such matters and shall be made at responsible for making their own independent investigation and appraisal of the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one handtransactions contemplated hereby, and the Issuer, on Underwriters shall have no responsibility or liability to the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate Company or certificates for the Securities available for checking and packaging any Guarantor with respect thereto. Any review by the Underwriters at of the offices Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of DTC the Underwriters and shall not be on behalf of the Company or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Dateany Guarantor.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 98.75% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior if any, from March 7, 2017 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the third business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Issuer Global Note will make such certificate or certificates for the Securities be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representative not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities for sale to the public at the price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, and any such action taken by ▇.▇. ▇▇▇▇▇▇ Securities LLC shall be binding upon the Underwriters.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersUnderwriters the Firm Shares, and each Underwriterof the Underwriters agrees, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective principal amounts number of Firm Shares set forth opposite such Underwriter’s its respective name on Schedule 1 hereto from I hereto, at $9.84 per share (the Issuer at 99.35% of their principal amount"Purchase Price"). One or more certificates in definitive form for the Notes The Firm Shares that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersRepresentatives, against payment by or on behalf of the Underwriters of the purchase price Purchase Price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities Firm Shares shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, at 10:00 A.M., New York time, on February 13June 30, 20152004, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time" In addition, on the day basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the Purchase Price set forth in the first paragraph of this Section 3 for the purpose of covering over-allotments, if any. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) from time to time thereafter within 30 days after the date of the first issuance of the Firm Shares, by the Representatives to the Company setting forth the number of Option Shares as to which they are exercising their option and the time and date for delivery of and payment for such Option Shares. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the respective names of such Underwriters in Schedule I. The time and date for delivery of and payment for such Option Shares shall be determined by the Representatives but shall not be later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as an "Option Closing Date"). If the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $4.675 per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ , ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Bockius LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13October 14, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Initial Purchasers and each Underwriter, acting severally and not jointly, agrees the Initial Purchasers agree to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Company, at 99.35a purchase price of 97.0% of their the aggregate principal amount. One or more certificates in definitive form for amount thereof (the Notes that the Underwriters have agreed to purchase hereunder“Purchase Price”), and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior plus accrued interest, if any, from June 8, 2005 to the Closing Date, the Firm Securities. Each Security will be convertible at the option of the holder into the Underlying Securities at the conversion price set forth in the Securities (the “Conversion Price”), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be delivered registered by or on behalf the Trustee in the name of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities nominee of The Depository Trust Company (“DTC”), unless Cede & Co., credited to the Representatives shall otherwise instructaccounts of the Initial Purchasers, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York City time, on February 13, 2015the fourth full business day following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the Nasdaq National Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.” The Issuer will make such certificate or certificates for ) (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers to purchase the Option Securities available for checking and packaging by the Underwriters at the offices Purchase Price set forth in Section 2(a) plus accrued interest, if any, from June 8, 2005 to the Option Closing Date (as defined below). The option granted hereby may be exercised in whole or in part (but not more than one time) by giving written notice at any time before the Closing Date and within 30 days after the Closing Date by Deutsche Bank Securities Inc. to the Company, setting forth the aggregate principal amount of DTC Option Securities as to which the Initial Purchasers are exercising the option and the time and date for delivery of and payment for such Option Securities. The time and date for delivery of and payment for such Option Securities shall be determined by Deutsche Bank Securities Inc. but shall not be later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is two or its designated custodian in New Yorkmore days before the Closing Date, New York, or at such other place the notice of exercise shall set the Closing Date as the Option Closing Date. Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Closing DateCompany.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell sell, and each of the Selling Securityholders, severally and not jointly agrees to sell, to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and each of the Selling Securityholders, severally and not jointly, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and each of the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or accounts designated by such means as the parties hereto shall agree prior to the Closing Date. Delivery Company and each of the Notes shall be made through the facilities Selling Securityholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇Andr▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇urt▇ ▇.▇▇▇▇▇▇ .P., Texas Commerce Tower, 600 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 10:00 ▇▇ 9:30 A.M., New York time, on February 13November ___, 20151996, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company and each of the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., the Company and New York City timeLife, severally and not jointly, hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to each of the Company and New York Life setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and New York Life shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and New York Life, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each Selling Securityholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any shares does not constitute closing of a purchase and sale of the shares. Only execution and delivery of a receipt for shares by the Underwriters indicates completion of the closing of a purchase of the shares from the Company and each Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Company and each Selling Securityholder prior to the completion of the closing of a purchase of shares, the Company and each Selling Securityholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the shares, by facsimile or otherwise, the Company and each Selling Securityholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of shares is not completed and the wire funds are not returned by the Company and each Selling Securityholder to the Underwriters on the same day the wired funds were received by the Company and each Selling Securityholder, the Company and each Selling Securityholder agree to pay to the Underwriters in respect of each day the wire funds are not returned by the Company or either of the Selling Securityholders, as the case may be, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 98.75% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior if any, from May 13, 2016 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the third business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Issuer Global Note will make such certificate or certificates for the Securities be made available for checking and packaging inspection by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Representative not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities for sale to the public at the price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by Citigroup Global Markets Inc. on behalf of the Underwriters, and any such action taken by Citigroup Global Markets Inc. shall be binding upon the Underwriters.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, purchase the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer Company at 99.3599.00% of their principal amountamount plus accrued interest from February 19, 2020. One or more certificates in definitive form or global form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llp, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13June 22, 20152020, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian BofA Securities, Inc. in New York, New York, or at such other place as Deutsche Bank Securities BofA Securities, Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date. The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amountA hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ Stroock & ▇▇▇▇Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13September __, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Company, at 99.3596% of their principal amount. One or more certificates in definitive form for amount (subject to Section 3(c) hereof), the aggregate principal amount of the Firm Notes that set forth on Schedule 1 hereto. (b) In addition, on the Underwriters have agreed basis of the representations, warranties, agreements and covenants contained herein, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchaser to purchase hereunder, and up to $4,973,400 in such denomination or denominations and registered in such name or names aggregate principal amount Option Notes from the Company at the same price as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to be paid by wire transfer the Initial Purchaser for the Firm Notes. The option granted hereunder may be exercised at any time, regardless of whether any of the Firm Notes have been converted or repurchased by the Company, on or after the first (same 1st) day funds)following the Closing Date to and including the thirtieth (30th) day following the Closing Date upon written or telegraphic notice by the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasion. Such Notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Option Notes as to which the Initial Purchaser are exercising the option, and (ii) the time, date and place at which such account or accounts as Option Notes will be delivered. Such time and date of delivery is called the Issuer shall specify “Additional Closing Date.” The Additional Closing Date must not be later than eight (8) full business days after the Initial Purchaser exercise the option, with the actual date determined by the Initial Purchaser. The Initial Purchaser may cancel the option at any time prior to the Closing Date, or its expiration by giving written notice of such means as the parties hereto shall agree prior cancellation to the Closing Date. Company. (c) Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ O’Melveny & ▇▇▇▇▇▇▇▇▇ LLP, at Embarcadero Center West, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time▇▇, on February 13April 26, 20152006, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchaser and the IssuerCompany shall mutually agree, on the other hand, may agree upon, at such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate Securities shall be delivered on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing to the Initial Purchaser by the Company. If requested by the Initial Purchaser, one or certificates for more global securities representing the Securities available for checking and packaging shall be registered by the Underwriters Trustee in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”), and credited to such accounts as CRT shall request, upon notice to the Company at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 48 hours prior to the Closing Date. (d) Notwithstanding anything to the contrary herein, to the extent that any subsequent purchaser of the Securities from the Initial Purchaser listed on Schedule I hereto (a “Subsequent Purchaser”) has withdrawn its commitment, as set forth on Schedule 1 attached hereto, to purchase all or a portion of the Securities, or such Subsequent Purchaser has actually made or has threatened to make any amendments, alterations, modifications, withdrawals, waivers or breaches of its Purchaser Letter or fails to perform in any way under its Purchaser Letter, the Initial Purchaser’s obligation to purchase the Notes under this Agreement shall be terminated or adjusted downward on a dollar for dollar basis accordingly, at the sole discretion of the Initial Purchaser. (e) Delivery to the Initial Purchaser of and payment for the Option Notes shall be made on the Additional Closing Date in the same manner as payment for the Firm Notes.

Purchase Sale and Delivery of the Securities. On (a) The Securities. The Company agrees to [(x)]* issue to the basis Initial Purchaser, in exchange for all of the representationsExisting Notes, warranties, agreements $[_______] aggregate principal amount of Notes [and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees to (y) issue and sell to the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchase, Initial Purchaser the principal amount of Additional Notes set forth in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from Pricing Notice (as defined in the Issuer Note Purchase Agreement) at 99.35a purchase price equal to 100% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to payable on the Closing Date, ]*. The Notes shall be delivered resold by or on behalf the Initial Purchaser at par; provided that, with the consent of J.W. Childs Associates, L.P. and The Halifax Group, L.L.C., t▇▇ ▇nitial Purchaser may resell the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase Notes at a price therefor by wire transfer below par. (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the b) The Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment certificates for the Securities in definitive form to be issued and sold to the Initial Purchaser [(and payment of the purchase price for the Additional Notes)]* shall be made at the offices of ▇▇Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022-6069 (or such ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ LLP, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ the Initial Purchaser) at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., 9:00 a.m. New York City time, on the day prior Exchange Date (as defined in the Note Purchase Agreement), or such other time and date as the Initial Purchaser shall designate by notice to the Company (the time and date of such closing are called the "Closing Date"). The Company hereby acknowledges that circumstances under which the Initial Purchaser may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchaser to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, jointly agrees to purchasepurchase from the Company, the Notes in the respective principal amounts at a price of $5.40 per Share and $.18 per Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter’s name on Schedule 1 hereto from , subject to such adjustment as the Issuer at 99.35% Representative in its discretion shall make to eliminate any sales or purchases of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed fractional shares, plus any additional numbers of Firm Securities which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice pursuant to the Issuer at least 48 hours prior to the Closing Date, provisions of Section 14 hereof. The initial public offering price per Share shall be delivered by or on behalf of $6.00 and the Issuer to the Underwriters, against payment by or on behalf of the Underwriters initial public offering price per Warrant shall be $.20. (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery and delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment certificates for the Firm Securities shall be made at the offices of Beckman & Millman, P.C., 116 John Street, New York, New York 10004, or at su▇▇ ▇▇▇▇r p▇▇▇▇ ▇▇ shall be ▇▇▇▇▇▇ ▇▇▇▇ by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on the third business day following the date on which the Registration Statement has been declared effective (the "Effective Date") or at such earlier time and date or other time and date as shall be agreed upon by the Representative and the Company not later than third business days after such third business day (such time and date of payment and delivery being herein called the "Closing Date"). Delivery of the certificates for the Firm Securities shall be made to you, for the respective accounts of the Underwriters, against payment by you, for the respective accounts of the Underwriters, of the purchase price for the Firm Securities by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for the Firm Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Firm Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date. (c) The Additional Securities shall be purchased by the Underwriter from the Company as provided herein. This option may be exercised only to cover over-allotments in the sale of Shares and Warrants by the Underwriter. This option may be exercised by you on the basis of the representations, warranties, covenants, and agreements herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the forty-fifth day following the date that the Registration Statement is declared effective by the Commission, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, the name or names in which the certificates for the Shares and Warrants (the "Additional Securities") underlying such Additional Securities are to be registered, the authorized denominations in which such Additional Securities are to be issued, and the time and date, as determined by the Underwriter, when such Additional Securities are to be delivered (each such time and date are herein called an "Additional Closing Date") (references herein to the Closing Date shall mean the Closing Date referred to in section 5(a) hereof and/or any Additional Closing Date, if any, as the context requires, unless otherwise specifically provided herein); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. (d) Payment of the purchase price of $5.40 per Share and $.18 per Warrant and delivery of certificates for the Additional Securities shall be made at the offices Beckman & Millman, P.C., 116 John Street, New York, New York 10004, or at ▇▇▇▇ ▇the▇ ▇▇▇▇▇ LLP, ▇as shall ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by the Representative and the Company. Delivery of the certificates for the Additional Securities shall be made to you, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as for the respective accounts of the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred by you, for the respective accounts of the Underwriters, of the purchase price for the Additional Securities by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for the Additional Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters may request in writing at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least two business days prior to the Closing Date. The certificates for the Additional Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Additional Closing Date. You have advised the Company that each Underwriter has authorized you to accept delivery of its Securities, to make payment and to deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by you by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, the Guarantors agree to guarantee the Securities and each Underwriterthe Underwriters agree, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of 103% of the Notes in principal amount thereof, the respective principal amounts of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters in Schedule B hereto. The Company will cause to be delivered against payment of the purchase price therefor by wire transfer the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (same day funds), to such account or accounts “Global Securities”) deposited with the Trustee as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of custodian for The Depository Trust Company (“DTC”)) and registered in the name of Cede & Co., unless as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Representatives shall otherwise instruct, and payment limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of ▇. ▇▇▇▇▇▇▇▇▇ Enterprises, Inc. or as the Company specifies at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ LLP at 10:00 A.M., (New York time), on February 13May 4, 20152011, or at such other place, time or date not later than three full business days thereafter as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, may agree uponCompany determine, such time and date of delivery against payment 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 Securities. The Issuer Global Securities will make such certificate or certificates for the Securities be made available for checking and packaging by the Underwriters at the offices above office of DTC or its designated custodian in New York, New York, or ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchasepurchase from the Company, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.3597% of their principal amountamount and the Preferred Stock, at 96% of their liquidation preference. One or more certificates in definitive form for each of the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of Cahi▇▇ ▇▇▇▇▇▇ & ▇ein▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇P▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇▇ 10:00 A.M., New York time, on February 1326, 20151998, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian BT Alex. ▇▇ow▇ ▇▇▇orporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. ▇▇ow▇ ▇▇▇orporated may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13__________, 20151999, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, each Selling Securityholder, severally and not jointly, hereby grants to the several Underwriters an option to purchase, the number of Option Securities set forth opposite the name of such Selling Securityholder in Schedule II hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). If the Underwriters exercise the over-allotment option in part, the number of Option Securities to be sold be each Selling Securityholder will be determined first on a pro-rata basis among the Selling Securityholders (based upon the percentage of the total number of Option Securities purchased from each Selling Securityholder obtained by dividing the total number of Option Securities offered by such Selling Securityholder by the aggregate number of Option Securities offered by the Selling Securityholders hereunder) up to the total number of Option Securites offered hereunder, and then from the Company. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholders (and the Attorneys-in-Fact) setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholders shall become obligated to sell, severally and not jointly, to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. In the event that any of the Selling Securityholders fail to provide any portion of the Option Securities set forth opposite their name on Schedule 2 hereto, the Company shall become obligated to sell and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligation to purchase from the Company, such portion of the Option Securities. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company and the Guarantors agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterof the Initial Purchasers agrees, acting severally and not jointly, agrees to purchasepurchase the Securities, the Notes in the respective principal amounts set forth opposite such Underwriter’s name their names on Schedule 1 hereto from the Issuer I hereto, at 99.3597.250% of their principal amount. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, at 10:00 A.M., New York time, on February 13March 15, 20152002, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc. in New York, New York, York or at such other place as Deutsche Bank Securities Banc ▇▇▇▇. ▇▇▇▇▇ Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Company and the Selling Securityholders severally agree to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company and the Selling Securityholders, at a purchase price of $____________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amount2 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through Company and the facilities Selling Securityholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Messrs. ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Houston, ▇▇▇ ▇▇▇▇ Texas 77002, at 10:00 A.M.9:30 a.m., New York time, on February 13____________, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwritersto, and each Underwriterof the Selling Securityholders, acting severally and not jointly, agrees to purchasesell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders at a purchase price of $_____ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and the Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through Company and the facilities Selling Securityholders, as their interests may appear. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of King & Spalding, 191 ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ at 10:00 ▇▇ 9:30 A.M., New York City time, on February 13______ __, 2015, 1998; or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities and the Option Securities, as the case may be, available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date or the Option Closing Date, as the case may be. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholders hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The options granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company, the Attorneys-in-Fact for the Selling Securityholders and GTCR Fund IV setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company and the Selling Securityholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 with respect to the sale of the Firm Securities, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each of the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Securityholders prior to the completion of the closing of

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of (i) $___ per share, the Notes in number of Reserved Shares (as defined herein) and (ii) $___ per share, the respective principal amounts number of Firm Securities (excluding the Reserved Shares) set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13____________, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be $___ per share (the same price per share as the price per share for the Firm Securities (excluding the Reserved Shares) set forth above in paragraph (a)(ii) of this Section 3), plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (e) The Underwriters acknowledge and agree that they have reserved up to [720,000] shares of Common Stock of the Company constituting the Firm Securities (collectively, the "Reserved Shares") for sale at the public offering price to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and certain other directors, officers and employees of the Company and their business affiliates and related parties who have expressed an interest in purchasing such shares. Concurrently with the execution of this Agreement, the Company has advised the Underwriters in writing that all of the Reserved Shares have been sold to such persons. The Company covenants and agrees with each of the Underwriters that all sales of Reserved Shares shall be made in compliance with the National Association of Securities Dealers, Inc.'s policies on free-riding and withholding and any applicable laws or regulations in each jurisdiction of any sale and the Company shall provide the Underwriters with evidence of such compliance as the Underwriters shall reasonably request together with a representation of each purchaser that he or she is acquiring such Reserved Shares for investment purposes only and with no present intention to resell such shares.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject (a) Subject to the terms and conditions herein set forthof this Agreement, the Issuer Underwriter offers to purchase the Shares, and by acceptance of this Agreement, the Company agrees to issue and sell to the several UnderwritersUnderwriter, and each Underwriter, acting severally and not jointly, the Underwriter agrees to purchase, purchase at the Notes in the respective principal amounts set forth opposite such Underwriter’s name Closing Time on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf all, but not less than all, of the Issuer Shares. (b) The Underwriter shall use its commercially reasonable efforts to ensure that the Underwriterscompensation paid to any member of FINRA or person affiliated with a member of FINRA shall comply with FINRA Corporate Financing Rule 5110, against payment by or on behalf and shall use its commercially reasonable efforts to ensure that all participating FINRA members are aware of the Underwriters their obligations pursuant to FINRA Rules 2730, 2740, 2420 and 2750. (c) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery for and delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment certificates for the Securities Shares shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Stikeman Elliott LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. shall be agreed upon by the Underwriter and the Company, at 6:00 a.m. (Vancouver time) (the “Closing Time”) on June 6, 2011, or such other time and date as the Underwriter and the Company may designateagree upon (acting reasonably) in writing, but in any event, not later than 1:00 P.M.July 5, New York City time2011 (such time and date of payment and delivery being herein called the “Closing Date”). Payment in respect of the purchase price for the Shares shall be denominated in United States dollars, on and shall be made to the Company by wire transfers of immediately available funds to a bank account designated by the Company, against delivery to the Underwriter of certificates for the Shares. (d) Certificates for the Shares shall be in such denominations and registered in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Company will permit the Underwriter to examine such certificates for delivery at least one full business day prior to the Closing Date. At the option of the Underwriter, delivery of certificates for the Shares may be made to Underwriter through the facilities of CDS Clearing and Depositary Services Inc. for the account of the Underwriter. (e) At the Closing Date the Company shall contemporaneously pay to the Underwriter the fee referred to in Section 4 of this Agreement. (f) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares and commission with respect to the Offering) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) the Underwriter’s obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iii) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company hereby agrees to issue and sell to the several Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, acting severally and not jointly, agrees to purchase, purchase the Notes in the respective aggregate principal amounts amount of Securities set forth opposite the name of such Underwriter’s name Underwriter on Schedule 1 hereto from Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at 99.35a purchase price of 98% of their the aggregate principal amount. One or more certificates in definitive form for amount (the Notes that “Purchase Price”). (b) Payment of the Underwriters have agreed to purchase hereunderPurchase Price for, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Datedelivery of any certificates for, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Blank Rome LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, not later than 1:00 P.M., at 10:00 a.m. (New York City time) on January 19, on 2022 (unless postponed in accordance with the day prior provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred at the Closing Date, in such denominations and registered in such names as the Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall be delivered at the Closing Date through the facilities of the DTC or another mutually agreeable facility, against payment of the Purchase Price therefore in immediately available funds to the order of the Company.

Purchase Sale and Delivery of the Securities. On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Companies agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, the Initial Purchaser and the Companies agree to restructure the Chase Debt such that the Chase Debt will be evidenced by the Notes. As consideration for acting severally as placement agent with respect to the Notes and not jointly, agrees to purchasefor restructuring the Chase Debt, the Notes in Companies agree to pay the respective principal amounts set forth opposite such Underwriter’s name Initial Purchaser on Schedule 1 hereto from the Issuer at 99.35% Closing Date a fee of their principal amount$3,850,000.00. One or more certificates in definitive form for the Notes and the related Guarantees that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer Companies at least 48 hours prior to the Closing Date, Date (as defined) shall be delivered by or on behalf of the Issuer to the UnderwritersCompanies, against payment by or on behalf of the Underwriters Initial Purchaser, of the purchase price therefor by wire transfer (same day funds), of immediately available funds to such the account of the Companies previously designated by it in writing or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompanies otherwise direct. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities Notes and the related Guarantees shall be made at the offices of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., New York time, on February 13August 21, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchaser and the Issuer, on the other hand, Companies may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Companies will make such certificate or ------------ certificates for the Securities Notes and the related Guarantees available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian in New York, New York, or York of CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp. at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchase, the Notes Securities in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 2 hereto from the Issuer Company at 99.35% of their principal amount and the Securities as set forth on Schedule 3 hereto at % of their principal amount. One Two or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the each respective Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuer Company to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer Company shall specify prior to the each respective Closing DateDate (as defined below), or by such means as the parties hereto shall agree prior to the each respective Closing DateDate (as defined below). Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ Skadden, Arps, Slate, Meagher& ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13September 18, 20152006, with respect to the Floating Rate Securities (the “Floating Rate Closing Date”) and on September 22, 2006 with respect to the Fixed Rate Securities (the “Fixed Rate Closing Date”, and each of the Fixed Rate Closing Date and the Floating Rate Closing Date a “Closing Date”) or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” . The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the each respective Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, each Underwriter and each Underwriter, acting severally and not jointly, agrees to purchase, purchase from the Notes in Company the respective principal amounts amount of Firm Securities set forth opposite such each Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 96.50% of their the principal amount. One or more certificates in definitive form for amount thereof (the Notes that the Underwriters have agreed to purchase hereunder“Purchase Price”) plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior if any from December 10, 2014 to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters Date (as defined below). (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of one or more global securities (the “Global Securities”) representing, the Firm Securities shall be made at the offices office of ▇▇▇D▇▇▇▇ ▇▇▇▇ & ▇▇W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the ▇▇▇▇▇ (“Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York’ Counsel”), or at such other place as Deutsche Bank shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on December 10, 2014, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Securities Inc. shall be made by wire transfer in same day funds to the Company upon delivery of the Global Securities representing the Firm Securities to the nominee of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. The Company will permit the Representative to examine the Global Securities representing the Firm Securities at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase the Additional Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. This option may designatebe exercised at any time and from time to time, not in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate amount of Additional Securities as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Securities are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than 1:00 P.M.the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Securities, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the amount of Additional Securities that bears the same proportion of the total amount of Additional Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such amount increased as set forth in Section 10 hereof) bears to the total amount of Firm Securities that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make. (d) Payment of the purchase price for, and delivery of the Global Securities representing, the Additional Securities shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Securities shall be made by wire transfer in same day funds to the Company upon delivery of the Global Securities representing the Additional Securities to the Representatives through the facilities of DTC for the respective accounts of the several Underwriters. Certificates for the Additional Securities shall be registered in such name or names and shall be in such denominations as the Representative may request. The Company will permit the Representative to examine the Global Securities representing the Additional Securities at least one full business day prior to the Additional Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Premcor agrees to guarantee the Securities and each Underwriterthe Underwriters agree, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of 99.125% of the Notes in principal amount thereof, plus accrued interest, if any, from April 23, 2004 to the Closing Date (as herein defined), the respective principal amounts of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters in Schedule I hereto. The Company will deliver against payment of the purchase price therefor by wire transfer the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (same day funds), to such account or accounts “Global Securities”) deposited with the Trustee as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of custodian for The Depository Trust Company (“DTC”)) and registered in the name of Cede & Co., unless as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Representatives shall otherwise instruct, and payment limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of The Premcor Refining Group Inc. or as the Company specifies at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., (New York time), on February 13April 23, 20152004, or at such other place, time or date not later than seven full business days thereafter as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, may agree uponCompany determine, such time and date of delivery against payment 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 Securities. The Issuer Global Securities will make such certificate or certificates for the Securities be made available for checking and packaging by the Underwriters at the offices above office of DTC or its designated custodian in New York, New York, or ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, purchase from the Notes in Issuer the respective principal amounts number of Securities set forth opposite such Underwriter’s name on in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof, at a price per Share and accompanying Series 1 hereto from Warrant and Series 2 Warrant of $5.875 (the Issuer at 99.35% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder“Purchase Price”), and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer for each Pre-Funded Warrant and accompanying Series 1 Warrant and Series 2 Warrant shall be the Purchase Price less $0.001 per Pre-Funded Warrant Share. (same day funds), a) Payment for the Securities to such account or accounts as the Issuer shall specify prior be sold hereunder is to be made in immediately available funds against delivery of Securities to the Closing Date, or by such means as Representative for the parties hereto shall agree prior to the Closing Date. Delivery several accounts of the Notes shall Underwriters. Such payment is to be made through the facilities of The the Depository Trust Company (“DTC”)Company, unless the Representatives shall otherwise instructNew York, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 13, 2015, the second business day after the date of this Agreement or at such other place, time or and date not later than five business days thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Issuer shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for Delivery of the Securities available for checking Shares shall be made through the facilities of the Depository Trust Company and packaging delivery of the Warrants shall be made by physical delivery to be received by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not Representative no later than 1:00 P.M., New York City time, on the day prior to two (2) business days following the Closing Date. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally (and not jointly), agrees to purchasepurchase from the Company, at a purchase price of $_______ per share (the "Purchase Price"), the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in column (a) of Schedule 1 hereto and (B) each of the Selling Stockholders severally (and not jointly), agrees to sell to the Underwriters, the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule 2 hereto, and each of the Underwriters, severally (and not jointly), agrees to purchase from such Selling Stockholders, at the Issuer at 99.35% Purchase Price per share, the number of their principal amountFirm Securities set forth opposite the name of such Underwriter in column (b) of Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and such Selling Stockholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and such Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through the facilities Company and such Selling Stockholders. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of Cleary, Gottlieb, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13____________________, 20151996, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” " The Issuer Company and such Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within [thirty] days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time[30th] day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than seven business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuer, the Guarantors and the Subordinated Guarantor agree to issue and sell to the several UnderwritersInitial Purchaser, and each Underwriter, acting severally and not jointly, the Initial Purchaser agrees to purchase, the Notes in (including the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer related Guarantees and Subordinated Guarantee) at 99.3597.750% of their principal amountamount plus accrued interest from September 29, 2005. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ Paul, Weiss, Rifkind, Wharton, & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13September 29, 20152005, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of DTC or its designated custodian Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriter, acting of the Initial Purchasers severally and not jointly, agrees to purchase, the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto purchase from the Issuer Issuers, at 99.3597.5% of their principal amount, the respective aggregate principal amounts of the Securities set forth opposite their respective names on Exhibit C hereto. The obligations of the Initial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request each Initial Purchaser requests upon notice to the Issuer Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to of immediately available funds net of the overnight cost of such account or accounts as the Issuer shall specify prior funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company previously designated by it in writing. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇Skadden, Arps, Slate, Meag▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPlom, ▇▇▇ ▇▇9 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.▇▇▇▇▇, ▇▇ 9:00 a.m., New York time, on February 13June 30, 20151997, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Issuer, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian in New York, New York, or York of CIBC Wood Gundy Securities Corp. at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Selling Securityholder agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Selling Securityholder, at a purchase price of $_______ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and the Selling Stockholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Selling Securityholder. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ & ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13March ___, 20151998 , or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Securityholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholder setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Selling Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Selling Securityholder prior to the completion of the closing of a purchase of Securities, the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Selling Securityholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Selling Securityholder to the Underwriters on the same day the wired funds were received by the Selling Securityholder, the Selling Securityholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchasers, and each Underwriterthe Initial Purchasers, acting severally and not jointly, agrees agree to purchasepurchase from the Issuers, all of the Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the Issuer at 99.3597.376% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Issuer Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer Issuers to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Issuer Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities Notes shall be made at the offices of Cahi▇▇ ▇▇▇▇▇▇ & ▇ein▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇P▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 ▇▇▇▇▇, ▇▇ 9:00 A.M., New York time, on February 13December 22, 20151997, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the IssuerCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuer Company will make such certificate or certificates for the Securities Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of DTC or its designated custodian BT Alex. Brow▇ ▇▇▇orporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Brow▇ ▇▇▇orporated may designate, not later than 1:00 P.M., New York City time, on the day at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, and each Underwriter, acting Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase, purchase from the Notes in Company the respective aggregate principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 98.200% of their the aggregate principal amountamount thereof. One or more certificates in definitive form for the Notes that the Underwriters have agreed The Company will not be obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf deliver any of the Issuer Securities except upon payment for all the Securities to the Underwriters, against payment by or on behalf of the Underwriters be purchased as provided herein. (b) Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of, the Securities shall be made at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the (“Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New YorkUnderwriter Counsel”), or at such other place as Deutsche Bank shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the seventh business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the terms of this Agreement) following the effective date of this Agreement or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Date”). It is understood that each Underwriter has authorized the Representatives, for its own account, to accept delivery of, receipt for, and make payment of the purchase price for the Securities Inc. may designatewhich it has agreed to purchase. Payment of the purchase price for the Securities shall be made by wire transfer in same day funds to the Company at the bank account designated in writing by the Company at least one business day prior to the Closing Date, against delivery to the nominee of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (c) If one of the Underwriters shall fail at the Closing Date to purchase the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the amount of the Defaulted Securities does not exceed 10% of the amount of Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof (in proportion to the amount of Securities set forth opposite their respective names in Schedule I hereto); or (ii) if the amount of Defaulted Securities exceeds 10% of the amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(c) shall relieve any defaulting Underwriter from liability in respect of its default.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto and (ii) the Selling Securityholder agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer Selling Securityholder, at 99.35% a purchase price of their principal amount$________ per share, the number of Selling Securityholder Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Notes Firm Securities and Selling Securityholder Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company and Selling Securityholder, respectively, at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company and Selling Securityholder, respectively, to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery accounts of the Notes shall be made through Company ----------- and the facilities Selling Securityholder, respectively. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Firm Securities and Selling Securityholder Securities shall be made at the offices of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13__________, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". ----------------- The Issuer Company will make such certificate or certificates for the Securities Firm Securities, and the Selling Securityholder will (or will cause the Custodian to) make such certificate or certificates for the Selling Securityholder Securities, available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option ------------------- Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company or the Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Securityholder prior to the completion of the closing of a purchase of Shares, each of the Company and the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company and the Selling Securityholder will not be entitled to the Wired Funds transferred to their respective accounts and shall return such Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and such Wired Funds are not returned by the Company or the Selling Securityholder to the Underwriters on the same day the Wired Funds were received by the Company or the Selling Securityholder, respectively, the Company and the Selling Securityholder agree to pay to the Underwriters in respect of each day such Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriters, Underwriters and each UnderwriterUnderwriter agrees, acting severally and not jointly, agrees to purchase, the Notes in purchase the respective principal amounts amount of Securities set forth opposite such Underwriter’s name on in Schedule 1 I hereto from the Issuer at 99.35a price equal to 99.00% of their the principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunderamount thereof plus accrued interest, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior if any, from May 18, 2020 to the Closing Date, shall subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be delivered by sold hereunder is to be made in Federal (same day) funds against delivery of one or on behalf more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Issuer to the Underwriters, against payment by or on behalf with any transfer taxes payable in connection with the sale of the Underwriters of Securities duly paid by the purchase price therefor by wire transfer (same day funds), Company. Such payment and delivery are to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “DTC”)business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., unless New York time, on the Representatives shall otherwise instruct, and payment for business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities shall be made for sale to the public at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ price set forth in the Prospectus. (d) Any action by the Underwriters hereunder may be taken by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, ▇▇▇ and any such action taken by ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as Sachs & Co. LLC shall be binding upon the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to the several Underwriterseach Underwriter, and each Underwriter, acting severally and not jointly, agrees to purchasepurchase from the Company, the Notes in the respective principal amounts amount of Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 I hereto from (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Issuer provisions of Section 11 hereof) at 99.35a purchase price of 99.000% of their the principal amountamount thereof. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Underwriters Payment of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instructfor, and payment for delivery of certificate(s) for, the Securities shall be made at the offices of ▇▇▇▇▇▇Deutsche Bank Securities Inc., 6▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, at 10:00 A.M., a.m. New York time, on February 13December 2, 2015, 2005 or at such other place, time or and date thereafter as the Underwriters, on the one hand, you and the Issuer, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or certificates executive order to be closed). Payment for the Securities available for checking and packaging to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Underwriters at Company, against delivery of the offices Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of DTC or its designated custodian in New YorkCede & Co., New Yorkas nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, the Representatives request in writing not later than 1:00 P.M., New York City time, on the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuer Company agrees to issue and sell to each of the several Underwriters, and each Underwriterof the Underwriters, acting severally and not jointly, agrees to purchasepurchase from the Company, at a purchase price of $________ per share, the Notes in the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter’s name on Underwriter in Schedule 1 hereto from the Issuer at 99.35% of their principal amounthereto. One or more certificates in definitive form for the Notes Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Representatives request upon notice to the Issuer Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuer Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Issuer shall specify prior "Wired ----- Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the ------ Firm Securities shall be made at the offices of Cadwalader, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:30 A.M., New York time, on February 13__________, 20151998, or at such other place, time or date as the Underwriters, on the one hand, Representatives and the Issuer, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuer Company will make such certificate ----------------- or certificates for the Firm Securities available for checking and packaging by the Underwriters Representatives at the offices of DTC or its designated custodian in New York, New YorkYork of the Company's transfer agent or registrar or of Prudential Securities Incorporated ("Prudential") at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or at any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option ------------------- Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential. (d) It is understood that either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.