in the aggregate principal amount of $14,750,000, pursuant to
and in accordance with the Subordinated Note Documents (as defined in Article
XIII).
The Company, SLM and each of the other Guarantors (as such term and other
capitalized terms used herein are defined in Article XIII) hereby agree with you
as follows:
ARTICLE I
AUTHORIZATION
1.1
THE NOTES.
THE COMPANY HAS AUTHORIZED THE
ISSUANCE AND SALE TO THE PURCHASERS OF ITS 14% SENIOR SUBORDINATED NOTES DUE
FEBRUARY 29, 2012 IN THE AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF $14,750,000.
THE 14% SENIOR SUBORDINATED NOTES SHALL BE SUBSTANTIALLY IN THE FORM SET FORTH
AS EXHIBIT A ATTACHED HERETO AND ARE REFERRED TO INDIVIDUALLY AS A "NOTE" AND
COLLECTIVELY AS THE "NOTES," WHICH TERMS SHALL ALSO INCLUDE ANY NOTES DELIVERED
IN EXCHANGE OR REPLACEMENT THEREFOR.
ARTICLE II
PURCHASE AND SALE
2.1
PURCHASE AND SALE OF THE NOTES.
SUBJECT TO
AND IN RELIANCE UPON THE REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS OF
THIS AGREEMENT, EACH PURCHASER SEVERALLY AGREES TO PURCHASE FROM THE COMPANY,
AND THE COMPANY AGREES TO SELL TO EACH
PURCHASER, NOTES IN THE PRINCIPAL AMOUNT SET FORTH OPPOSITE SUCH PURCHASER'S
NAME ON SCHEDULE 2.1 ATTACHED HERETO.
2.2
CLOSING.
THE CLOSING OF THE PURCHASE AND
SALE OF NOTES TO YOU AND THE OTHER PURCHASERS (THE "CLOSING") SHALL TAKE PLACE
REMOTELY OR AT SUCH LOCATION AS AGREED TO BY THE COMPANY AND THE PURCHASERS, AT
10:00 A.M. LOCAL TIME, ON THE DATE ON WHICH THIS AGREEMENT IS EXECUTED AND
DELIVERED AND UPON SATISFACTION OF THE CONDITIONS DESCRIBED IN ARTICLE III (THE
"CLOSING DATE").
AT THE CLOSING, THE COMPANY WILL DELIVER TO EACH PURCHASER A
SINGLE NOTE (OR SUCH GREATER NUMBER OF NOTES AS THE PURCHASERS MAY REQUEST),
DATED THE CLOSING DATE AND REGISTERED IN SUCH PURCHASER'S NAME (OR IN THE NAME
OF SUCH PURCHASER'S NOMINEE), IN THE PRINCIPAL AMOUNT SET FORTH OPPOSITE SUCH
PURCHASER'S NAME ON SCHEDULE 2.1, IN CONSIDERATION FOR DELIVERY BY SUCH
PURCHASER TO THE COMPANY OF IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO AN
ACCOUNT DESIGNATED BY THE COMPANY IN WRITING PRIOR TO THE CLOSING IN THE
AGGREGATE AMOUNT OF THE PURCHASE PRICE THEREFOR SET FORTH OPPOSITE SUCH
PURCHASER'S NAME ON SCHEDULE 2.1.
IF AT THE CLOSING THE COMPANY SHALL FAIL TO
TENDER SUCH NOTES AS PROVIDED IN THIS SECTION 2.2 OR ANY OF THE CONDITIONS
SPECIFIED IN ARTICLE III SHALL NOT HAVE BEEN FULFILLED TO ANY PURCHASER'S
SATISFACTION, SUCH PURCHASER SHALL, AT ITS ELECTION, BE RELIEVED OF ALL FURTHER
OBLIGATIONS HEREUNDER, WITHOUT THEREBY WAIVING ANY OTHER RIGHTS IT MAY HAVE BY
REASON OF SUCH FAILURE OR SUCH NONFULFILLMENT.
2.3
COMMITMENT FEE.
ON THE CLOSING DATE, THE
COMPANY WILL DELIVER TO THE PURCHASERS, IN AMOUNTS PROPORTIONAL TO THE RELATIVE
PRINCIPAL AMOUNTS ALLOCATED TO EACH PURCHASER ON SCHEDULE 2.1, IMMEDIATELY
AVAILABLE FUNDS BY WIRE TRANSFER TO ACCOUNTS DESIGNATED BY THE PURCHASERS PRIOR
TO CLOSING IN THE AGGREGATE AMOUNT OF $295,000 (THE "COMMITMENT FEE").
ARTICLE III
CLOSING CONDITIONS
The obligation of each Purchaser to purchase the Notes at the Closing is subject
at the time