Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters at Underwriter prior to 10:00 a.m., Houston New York City time, on December [ ]June 15, 20042018 or at such other time on the same or such other date as shall be mutually agreed by the Underwriter and the Selling Stockholders. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." Payment ” The procedures for any Additional payment and delivery of the Shares to be sold by each Selling Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriter in compliance with the terms of this Agreement, payment for the Repurchase Shares shall be made by the Company to the Selling Stockholder Underwriter in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Repurchase Shares for the respective accounts account of the several Underwriters Company at 10:00 a.m., Houston time, on the date specified Closing Date as set forth in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004, as shall be designated in writing by you. Schedule I. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as . The Purchase Price payable by the case may be, for the respective accounts of the several Underwriters, with Underwriter shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to or upon the Selling Stockholder order of the Bank by wire transfer payable in Federal or other funds immediately available to an account specified by the Bank on the Closing Date and time set forth in HoustonSchedule 1 hereto, Texas against delivery of or at such Firm Shares for other time on the respective accounts of same or such other date, not later than the several Underwriters at 10:00 a.m.fifth business day thereafter, Houston time, on December [ ], 2004as may be reasonably designated by the Representatives in writing. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE." Payment Time of Delivery and such date, the Closing Date. At the Time of Delivery, the Bank shall pay the Underwriters a fee (the Underwriters’ Fee) equal to 0.250% of the aggregate principal amount of each series of the Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on against payment by the date specified in several Underwriters through the corresponding notice described in Section 3 hereof or at such other time on Representatives of the same or on such other date, in any event not later than December [ ], 2004, as purchase price thereof. Delivery of the Securities shall be designated in writing by you. made through the facilities of The Firm Shares Depository Trust Company unless the Representatives shall otherwise instruct and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior agree to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforBank.

Payment and Delivery. Payment of the aggregate Purchase Price for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder REIT in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares to the Representatives for the respective accounts of the several Underwriters at 10:00 a.m.A.M., Houston New York City time, on December [ ]the third full business day following the date of this Agreement, 2004or at such other time on the same or such other date as shall be agreed to in writing by the REIT and the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any the Additional Shares shall be made to the Selling Stockholder REIT in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares to the Representatives for the respective accounts of the several Underwriters at 10:00 a.m.A.M., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004, date as shall be designated agreed to in writing by youthe REIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The Company will deliver the Firm Shares and Additional Shares shall be registered to the Representatives for the respective accounts of the Underwriters in such names and in such denominations as you shall request in writing not later than one full business day prior to book-entry form through the facilities of the Depository Trust Company on the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [____________], 200420[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [_______], 200420[__], as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each seller shall be made to the Company and Selling Stockholder Stockholders in Federal or other federal funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]July 31, 20042018, or at such other time on the same or such other date, as shall be designated in writing by you and the Company. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other federal funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004five (5) full business days after the date of delivery of such notice, as shall be designated in writing by youyou and the Company. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Stockholders shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston New York City time, on December [ ]August 28, 2004. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described in Section 3 hereof 2006 or at such other time on the same or on such other date, in any event not later than December [ ]September 2, 20042006, as shall be designated in writing by youthe Underwriter. The Firm Shares date and Additional time of the payment, in each case, will be referred to as the “Closing Date.” The Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriterstheir account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the “Designated Office”) on the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to in accordance with the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery terms of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004this Section 5. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares the Firm ADSs shall be made to the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof April 12, 2017 or at such other time on the same or on such other date, in any event not later than December [ ]April 19, 20042017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as shall settlement agent, at 9:00 a.m., London time, on April 12, 2017 or at such other time on the same or such other date, not later than April 19, 2017 as may be designated in writing by you. The Firm Shares ADSs shall be registered in such names and Additional in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid and (ii) any withholding of taxes required under the laws of Bermuda, against payment The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price thereforby such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m.am New York City time on March 7, Houston time2016, or at such other time on December [ ]the same or such other date, 2004not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters at 10:00 a.m., Houston time, Underwriter on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall may be designated in writing by you. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable payable, or paid by or on behalf of the Underwriter, in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding taxes required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December September [ ], 20042012, or at such other time on the same or such other date, not later than September [ ], 2012, as shall be designated in writing by you. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston New York City time, on December [ ]March 9, 20042020, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof ‎3 or at such other time on the same or on such other date, in any event not later than December [ ]April 17, 20042020, as shall be designated in writing by youthe Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds funds, denominated in the currency in such proportions as specified in Section 4, immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., Houston New York City time, on December [ ]n, 20042008. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." “Closing Date”. Payment for any Additional Shares shall be made to the Selling Stockholder Sellers in Federal or other funds funds, denominated in U.S. dollars, immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at 4. The time and date of such other time on payment are hereinafter referred to as the same or on such other date, in any event not later than December [ ], 2004, as shall be designated in writing by you“Additional Closing Date”. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be, which date and time may be postponed by agreement among the Representatives and the Sellers. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston timeNew York City on the closing date and time set forth in Schedule I hereto, or at such other time on December [ ]the same or such other date, 2004not later than the fifth business day thereafter, as may be designated in writing by the Manager. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, New York City on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall may be designated in writing by you. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Shares shall be delivered to the Manager on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., Houston New York City time, on December [ ], 20042012. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each applicable Seller shall be made to the Selling Stockholder each applicable Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 20042012, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042017, or at such other time on the same or such other date, not later than [ ], 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 20042017, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Shareholder shall be made to the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042024, or at such other time on the same or such other date, not later than [•], 2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [•], 20042024, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to in accordance with the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery terms of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004this Section 5. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares the Firm ADSs shall be made to the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof September 25, 2017 or at such other time on the same or on such other date, in any event not later than December [ ]October 2, 20042017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as shall settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm Shares ADSs shall be registered in such names and Additional in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid and (ii) any withholding of taxes required under the laws of Bermuda, against payment The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price thereforby such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [—], 20042011, 2 or at such other time on the same or such 2 Three business after the date of the Underwriting Agreement. other date, not later than [—], 2011, 3 as shall be designated in writing by you. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., Houston New York City time, on December [ ]August 8, 20042022, or at such other time on the same or such other date as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” In addition, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in Federal or other funds immediately available in New York City to an account designated by the Representatives against delivery of such Repurchase Shares for the account of the Company at such place as shall be agreed upon by the Representatives and the Company, on the Closing Date. Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]September 7, 20042022, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ January [•], 20042014, or at such other time on the same or such other date, not later than January [•], 2014, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Seller shall be made to the Selling Stockholder to such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [•], 20042014, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment to each Selling Shareholder for the Units representing the Firm Shares Securities to be sold by the each Selling Stockholder Shareholder as set forth on Schedule I hereto shall be made by wire transfer to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on , 2009, or at such other time on the same or such other date, not later than , 2009, as shall be designated in writing by you, in an amount equal to the product of (x) the Unit Purchase Price and (y) the aggregate number of Units representing the Firm Securities to be sold by such Selling Shareholder as set forth in Schedule I hereto. Payment to the Company for the Units representing the Firm Securities to be sold by each Selling Shareholder as set forth on Schedule I hereto and the Firm Company Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Units and Firm Company Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042009, or at such other time on the same or such other date, not later than , 2009, as shall be designated in writing by you, in the amount equal to the sum of (a) the amount by which the product of (i) the Purchase Price and (ii) the Firm Shares exceeds the product of (x) the Unit Purchase Price and (y) the aggregate number of Units representing the Firm Securities to be sold by the Selling Shareholders as set forth in Schedule I hereto and (b) an amount equal to the Discount multiplied by the number of Firm Shares purchased from the Underwriters by the Selling Shareholders. The time and date of such payment payments are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 20042009, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Firm Company Shares, Firm Securities, and Additional Shares to the Underwriters duly paid, against payment of the Purchase Price applicable purchase price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston A.M. (New York City time), on December [ ]November 29, 20042021, or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004, date as shall be designated in writing agreed by youthe Representative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series D Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you LTC through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]May 24, 20042024, or at such other time on the same or such other date, not later than June 3, 2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day after such notice, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment of the Purchase Price therefor and with any transfer transfer, stamp or other similar taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid as set forth in Section 8(c) and Section 8(d).

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042011, or at such other time on the same or such other date, not later than [ ], 2011, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder each Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 20042011, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on December [ ]August 8, 20042022, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be mutually agreed in writing by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 2004the second business day thereafter, as shall may be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., Houston New York City time, on December [ ]March 4, 20042024, or at such other time on the same or such other date, not later than March 11, 2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]April 8, 20042024, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Fund in Federal or other funds immediately available in Houston, Texas to a bank account designated by the Fund against delivery of the such Firm Shares, with any transfer taxes payable in connection with the sale of the Firm Shares duly paid by the Fund, for the respective accounts of the several Underwriters at 10:00 a.m., Houston A.M. (New York City time), on December [ ]the second full business day following the date of this Agreement, 2004or at such other time on the same or such other date determined by agreement between the Fund and the Representative. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Fund in Federal or other funds immediately available in Houston, Texas to a bank account designated by the Fund against delivery of such Additional Shares Shares, for the respective accounts of the several Underwriters at 10:00 a.m., Houston A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]August 11, 20042018, as shall be designated in writing by youthe Representative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on November 23, 2011, or at such other time on the same or such other date, not later than December [ ]2, 20042011, as shall be designated in writing by you and provided to the Company and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]January 6, 20042012, as shall be designated in writing by youyou and provided to the Company and each Selling Shareholder. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to (i) the account(s) specified by the KKR Selling Stockholder, in the case of the Firm Shares to be sold by the KKR Selling Stockholder and (ii) the Custodian for the benefit of such Non-KKR Selling Stockholders, in each case, in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 [10:00] a.m., Houston New York City time, on December [ [◾], 20042021, or at such other time on the same or such other date, not later than [◾], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the account specified by the KKR Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 [10:00] a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [◾], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Notes to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at the offices of Ropes & Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m.a.m. New York City time on June 15, Houston time, 2022 or at such other time on December [ ], 2004the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares Notes shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at the above-mentioned offices or at such other place as shall be agreed upon the Representative and the Company at 10:00 a.m., Houston time, a.m. New York City time on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, date in any event not later than December [ ]July 15, 2004, 2022 as shall be designated in writing by youthe Representative. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, paid against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]March 26, 20042024, or at such other time on the same or such other date, not later than April 2, 2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Company and the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]May 3, 20042024, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal (same day) or other funds immediately available in Houston, Texas New York City to the account specified by such Seller against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042009, or at such other time on the same or such other date, not later than , 2009, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the each Selling Stockholder selling Additional Shares in Federal (same day) or other funds immediately available in Houston, Texas New York City to the account specified by such Selling Stockholder against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 20042009, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [March 28], 20042000, or at such other time on the same or such other date, not later than [April 4], 2000, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [May 4], 20042000, as shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [____________], 20042021, or at such other time on the same or such other date, in any event not later than five business days thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004ten business days thereafter, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [____________], 20042021, or at such other time on the same or such other date, not later than [_________], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [_______], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [·], 20042020, or at such other time on the same or such other date, not later than the tenth business day thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]April 15, 20042016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2, or at such other time on the same or on such other date, in any event not later than December [ ], 2004, date as shall be designated in writing agreed upon by youthe Representatives and the Company. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder each such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ October [•], 20042007, or at such other time on the same or such other date, not later than October [•], 2007, as shall be designated in writing by the Managers. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." “Closing Date”. Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [•], 20042007, as shall be designated in writing by youthe Managers. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to the Selling Stockholder in Company, by wire transfer of Federal or other funds immediately available in Houston, Texas funds against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042019, or at such other time on the same or such other date, not later than [●], 2019 as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” The Company shall notify the Underwriters in writing at least one (1) business day in advance of the Closing Date of the account to which funds shall be transferred pursuant to the foregoing. Payment for any Additional Shares Securities shall be made to the Selling Stockholder in Company, by wire transfer of Federal or other funds immediately available in Houston, Texas funds against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [●], 2004, 2019 as shall be designated in writing by youthe Representative. The Company shall notify the Underwriters in writing at least one (1) business day in advance of the Option Closing Date of the account to which funds shall be transferred pursuant to the foregoing. The Firm Shares Securities and Additional Shares Securities shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Securities and Additional Shares Securities shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [closing date], 2004or at such other time on the same or such other date, not later than [closing date + 5 business days], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [expiration date of shoe + 10 business days], 2004, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment of the purchase price for the Firm Shares to Securities shall be sold authorized at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Selling Stockholder Representatives and the Company, at 10:00 A.M. (New York City time) on the business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, and such payment shall be made against delivery, at such time, of one or more global Securities to the Selling Stockholder in Federal or other funds immediately available in Houstona custodian for The Depository Trust Company (“DTC”), Texas against delivery of such Firm Shares to be held by DTC initially for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004Underwriters. The time and date of such payment are hereinafter referred to as and delivery is herein called the "CLOSING DATE“Closing Time." ” Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds Company by wire transfer of immediately available in Houstonfunds to a bank account designated by the Company. It is understood that each Underwriter has authorized [BILLING AND DELIVERY BANK], Texas against delivery for its account, to acknowledge receipt of, and make payment of such Additional Shares the purchase price for, the Securities that it has agreed to purchase. Any of the Representatives individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the respective accounts of Securities to be purchased by any Underwriter whose funds have not been received by the several Underwriters at 10:00 a.m.Closing Time, Houston timebut such payment shall not relieve such Underwriter from its obligations hereunder. Global Securities will be made available for examination by the Representatives in New York, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event New York not later than December [ ], 2004, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full 2:00 P.M. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforTime.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Sellers shall be made to the Selling Stockholder applicable Sellers in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]September 16, 20042019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by the applicable Sellers shall be made to the Selling Stockholder applicable Sellers in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]October 11, 20042019, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042013, or at such other time on the same or such other date, not later than [•], 2013, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” The Closing Date and the Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [•], 20042013, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds Company by wire transfer of immediately available funds in Houston, Texas New York City to the account or accounts designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]20, 20042011, or at such other time on the same or such other date, not later than December 29, 2011, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATEClosing Date." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds Company by wire transfer of immediately available funds in Houston, Texas New York City to the account or accounts designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ]January 28, 20042012, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to the Selling Stockholder Company in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on December [ ]May 5, 20042003, or at such other time on the same or such other date, not later than May 10, 2003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for ". In addition, in the event that the Initial Purchasers have exercised their option to purchase any Additional Shares or all of the Option Securities, payment of the purchase price for, and delivery of such Option Securities, shall be made to at the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery above mentioned offices of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described in Section 3 hereof Shearman & Sterling or at such other time on the same or on such other date, in any event not later than December [ ], 2004, place as shall be designated agreed upon by Morgan Stanley & Co. Incorporated and the Company ox xxx rxxxxxxx date of delivery ("DATE OF DELIVERY") as specified in writing the notice from Morgan Stanley & Co. Incorporated to the Company. Xxx Xexxxxxxxs shall be in definitive form or global form, as specified by you. The Firm Shares , and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may beDate of Delivery. The Firm Shares and Additional Shares Securities shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, Date of Delivery for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefore plus accrued interest, if any, to the date of payment and delivery.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [____________], 20042021, or at such other time on the same or such other date, not later than [_________], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Company and the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [_______], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042021, or at such other time on the same or such other date, in any event not later than five business days thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004ten business days thereafter, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholders in Federal or other funds immediately available funds in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]February 7, 20042013, or at such other time on the same or such other date, not later than February 14, 2013, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall “Closing Date,” which date may be made to postponed by agreement among the Underwriters, the Company and the Selling Stockholder in Federal Shareholders or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described as provided in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004, as shall be designated in writing by you13 hereof. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters against payment by the Underwriters of the respective aggregate purchase prices of the Shares being sold by the Selling Shareholders to or upon the order of such Selling Shareholders by wire transfer payable in same-day funds to the accounts specified by the Selling Shareholders. Delivery of the Shares shall be made in book-entry form through the facilities of DTC. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment of the purchase price for the Firm Shares to Securities shall be sold authorized at the offices of Xxxxxx, Xxxxx & Bockius LLP, counsel for the Company, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Selling Stockholder Representatives and the Company, at 10:00 A.M. (New York City time) on the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, and such payment shall be made against delivery, at such time, of one or more global Securities to the Selling Stockholder in Federal or other funds immediately available in Houstona custodian for The Depository Trust Company (“DTC”), Texas against delivery of such Firm Shares to be held by DTC initially for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004Underwriters. The time and date of such payment are hereinafter referred to as and delivery is herein called the "CLOSING DATE." “Closing Time”. Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds Company by wire transfer of immediately available in Houstonfunds to a bank account designated by the Company. It is understood that each Underwriter has authorized Scotia Capital (USA) Inc., Texas against delivery for its account, to acknowledge receipt of, and make payment of such Additional Shares the purchase price for, the Securities that it has agreed to purchase. Any of the Representatives individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the respective accounts of Securities to be purchased by any Underwriter whose funds have not been received by the several Underwriters at 10:00 a.m.Closing Time, Houston timebut such payment shall not relieve such Underwriter from its obligations hereunder. Global Securities will be made available for examination by the Representatives in New York, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event New York not later than December [ ], 2004, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full 2:00 P.M. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforTime.

Payment and Delivery. Payment for the Firm Shares (i) The Securities to be sold purchased by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other dateeach Underwriter hereunder, in any event not later than December [ ], 2004, as shall be designated book-entry form in writing by you. The Firm Shares such authorized denominations and Additional Shares shall be registered in such names and in such denominations as you shall Barclays may request in writing not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or the applicable Option Closing DateCompany, as the case may be. The Firm Shares and Additional Shares shall be delivered by or on behalf of the Company and the Selling Stockholders to you on Barclays, through the Closing Date or an Option Closing Date, as the case may befacilities of DTC, for the respective accounts account of the several Underwriterssuch Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the Selling Stockholders to the Representatives at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, [ l ] a.m., New York City time, on [ l ], 2015 or such other time and date as the Representatives, the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Option Shares, [ l ] a.m., New York City time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Option Shares, or such other time and date as the Representatives and the Company and the Selling Stockholders may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Closing Date”, each such time and date for delivery of the Option Shares, if not the First Closing Date, is herein called a “Second Closing Date”, and each such time and date for delivery is herein called a “Closing”.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042018, or at such other time on the same or such other date, not later than [●], 2018, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [●], 20042018, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriters, if any, duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other U.S. funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., Houston New York City time, on December [ [l], 20042021, or at such other time on the same or such other date, not later than [l], 2021, as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other U.S. funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 2004, date as shall be designated in writing by youthe Representative. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paid, against payment of shall be reduced by: (i) the Purchase Price thereforUnderwriting Fee; (ii) any expenses and applicable taxes hereon to be reimbursed pursuant to Section 7; and (iii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]March 15, 20042024, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston a.m. New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]March 28, 20042024, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]November 1, 20042013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paid, against payment of the Purchase Price thereforshall be reduced by any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042017, or at such other time on the same or such other date, not later than [ ], 2017, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 20042017, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]___, 20042004,1 or at such other time on the same or such other date, not later than December ___, 2004,2 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” 1 Insert date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time (and T+4 settlement is deemed to apply to secondary sales), 4 business days after the date of the Underwriting Agreement. 2 Insert date 5 business days after the date inserted in accordance with note 1 above. Payment for any Additional Shares to be sold by a Selling Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]___, 2004, 2004,3 as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December ,[ ], 2004as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price actually payable by the Underwriters shall be reduced (but treated as paid hereunder to the person(s) which would otherwise be entitled to be paid any such reduced amount) by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•] 2007, or at such other time on the same or such other date, not later than [•], 20042007, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [•], 20042007, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042023, or at such other time on the same or such other date, not later than [•], 2023, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [•], 20042023, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Offered Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in HoustonNew York City (in the case of Offered Securities denominated in U.S. dollars) or London, Texas England (in the case of Offered Securities denominated in Euros), against delivery of such Firm Shares Offered Securities for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 2004at [ ], or at such other time or place on the same or such other date as shall be designated in writing by the Manager. The time and date of such payment are hereinafter referred to as the "CLOSING DATE.Closing Date" Payment or the "Option Closing Date," as the case may be. Certificates for any Additional Shares the Offered Securities shall be made to the Selling Stockholder in Federal definitive or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004global form, as shall be designated in writing specified by you. The Firm Shares the Manager, and Additional Shares shall be registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares certificates evidencing the Offered Securities shall be delivered to you the Manager on the Closing Date or an Option Closing Date, as the case may be, Date for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Offered Securities to the Underwriters duly paid, against the payment of the Purchase Price thereforaggregate purchase price therefor specified in Section 2 above, plus accrued interest, if any, to the date of payment and delivery. Accrued interest, if any, will be computed on the basis of a 360-day year of twelve 30-day months.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]March 31, 20042017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATEClosing Date." Payment for any Additional Shares Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 2 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall be designated in writing by youthe Manager. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Manager, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Securities and Additional Shares Securities shall be delivered to you the Manager on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment paid and (ii) shall be treated as satisfied to the extent of any amount withheld and paid over to the Purchase Price thereforapplicable taxing authority as required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available funds in Houston, Texas Vancouver against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 or before 5:30 a.m., Houston Vancouver time, on December [ ]November 27, 20042020, or at such other time on the same or such other date, as shall be agreed by the Company and you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." “Closing Date”. Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available funds in Houston, Texas Vancouver against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 or before 5:30 a.m., Houston Vancouver time, on the date each Option Closing Date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]27, 20042020, as shall be designated agreed by the Company and you. The Company shall have arranged, prior to the Closing Date, for the registration and issue of the Shares to be made electronically through the non-certificated inventory system of CDS Clearing and Depositary Services Inc., or if not possible, by means of a certificate or certificates registered in writing by youthe name of the Co-Lead Underwriters or as the Co-Lead Underwriters may otherwise direct for the Shares (the “Delivery Mode”). The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Co-Lead Underwriters shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Co-Lead Underwriters through the Delivery Mode, on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., Houston New York City time, on December [ ]January 17, 20042018, or at such other time on the same or such other date, not later than January 18, 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Company or the Selling Stockholder Shareholder, as applicable, in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004five business days after such date specified in the corresponding notice, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment paid and (ii) any withholding required by law. The Closing Date and any Option Closing Date are each sometimes referred to herein as a “Delivery Date.” Deliveries of the Purchase Price therefordocuments described in Section 6 hereof with respect to the purchase of the Shares shall be made at the offices of Xxxxx Xxxxx L.L.P. at One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York City time, on the Closing Date or the applicable Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042023, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [●], 20042023, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042012, or at such other time on the same or such other date, not later than , 2012, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof applicable Option Closing Date or at such other time on the same or on such other date, in any event not later than December [ ], 20042012, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any duly paid transfer taxes payable required to be paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment and (ii) any amount withheld by the Underwriters due to a withholding obligation imposed on the Underwriters by law in connection with the transfer of the Purchase Price thereforShares to the Underwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder ADSs shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against issue of the Ordinary Shares to the Depositary or its nominee for the purposes of delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042021, or at such other time on the same or such other date, not later than [●], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares ADSs shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against issue of the Ordinary Shares to the Depositary or its nominee for the purposes of delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof ‎2 or at such other time on the same or on such other date, in any event not later than December [ [●], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. Delivery of the ADSs shall be made through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042019, or at such other time on the same or such other date, not later than [●], 2019, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [●], 20042019, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paid, against payment of the Purchase Price thereforshall be reduced by any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts [respective] account[s] of the several Underwriters [several] Underwriter[s] at 10:00 a.m., Houston New York City time, on December [ [Date], 2004or at such other time on the same or such other date, not later than [Date], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” [Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts [respective] account[s] of the several Underwriters [several] Underwriter[s] at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [Date], 2004, as shall be designated in writing by you. you.]5 The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts [respective] account[s] of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the [several] Underwriter[s]. The Purchase Price thereforpayable by the Underwriter[s] shall be reduced by any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [—], 20042010, or at such other time on the same or such other date, not later than [—], 2010, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [—], 20042010, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in HoustonBoston, Texas Massachusetts, at the following account: [insert account information] against delivery of such Firm Shares for the respective accounts of the several [U.S.] Underwriters at 10:00 a.m., Houston New York City time, on December [ ]____________, 20042000, or at such other time on the same or such other date, not later than _________, 2000, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Closing Date". Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in HoustonBoston, Texas Massachusetts, at the following account: [insert account information] against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [February 24], 20042000, as shall be designated in writing by youthe U.S. Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds funds, denominated in the currency in which the Purchase Price was received, immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., Houston New York City time, on December [ ]____________, 20042006, or at such other time on the same or such other date, not later than _________, 2006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder Sellers in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]_______, 2004, 2006 as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]March 13, 20042013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paid, against payment of the Purchase Price thereforshall be reduced by any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to such Seller or, if such Seller is a Management Selling Shareholder, to the Selling Stockholder Custodian for the benefit of such Seller, as applicable, in each case in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]January 30, 20042018, or at such other time on the same or such other date, not later than three business days after the foregoing date, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to herein as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Shareholders shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston New York City time, on December [ ]February 22, 20042006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by the Selling Shareholders shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]April 3, 20042006, as shall be designated in writing by youthe Underwriter. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later less than one full business day prior to the Closing Date or the applicable Option Subsequent Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paidpaid by the Selling Shareholders, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042024, or at such other time on the same or such other date, not later than [•], 2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares ADSs shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [•], 20042024, as shall be designated in writing by youthe Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered by the Selling Shareholders to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paidto a Selling Shareholder shall be reduced by any Transfer Taxes paid by, against payment of or on behalf of, the Purchase Price thereforUnderwriters with respect to such Selling Shareholder.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042018, or at such other time on the same or such other date, not later than [•], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [•], 20042018, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042017, or at such other time on the same or such other date, not later than [●], 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Company and to the Custodian for the benefit of the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [●], 20042017, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment paid and (ii) any withholding required by law in connection with the issuance of Shares by the Purchase Price thereforCompany to the Underwriters.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder a bank account designated by such Seller in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ], 20042010 or at such other time on the same or such other date, not later than December , 2010, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares ADSs shall be made to the Selling Stockholder Sellers in Federal federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ]January , 2004, 2011 as shall be designated in writing by youthe Representatives. The ADRs representing the Firm Shares and ADSs or Additional Shares ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Such ADRs representing the Firm Shares and ADSs or Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Notes to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at the offices of Ropes & Gxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m.a.m. New York City time on March 30, Houston time2021 or at such other time on the same or such other date, on December [ ]not later than March 30, 20042021, as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares Notes shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at the above-mentioned offices or at such other place as shall be agreed upon the Representative and the Company at 10:00 a.m., Houston time, a.m. New York City time on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, date in any event not later than December [ ]April 22, 2004, 2021 as shall be designated in writing by youthe Representative. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, paid against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available at such place in HoustonLos Angeles, Texas California as you shall designate against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter. Such payment and delivery shall be made at 10:00 a.m.A.M., Houston New York City time, on December [ ]____________, 20042005, or at such other time on the same day or such other date, not later than _________, 2005, as shall be designated in writing by you. The time and date of such payment and delivery are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available at such place in HoustonLos Angeles, Texas California as you shall designate against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston A.M. New York City time, on the date specified in the corresponding notice described in Section 3 1 hereof or at such other time on the same or on such other date, in any event not later than December [ ]__________, 20042005, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [Month] [●], 20042020, or at such other time on the same or such other date, not later than [Month] [●], 2020, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [Month] [●], 20042020, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Barclays Capital Inc. on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.several

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder shall be made to the such Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December August [ ], 20042018, or at such other time on the same or such other date, not later than August [ ], 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Stockholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004, date as shall be designated in writing by you, in any event not later than October [ ], 2018. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042021, or at such other time on the same or such other date, not later than [●], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares ADSs shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [●], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with Underwriters through the transfer facilities of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforDepository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [●], 20042015, or at such other time on the same or such other date, not later than [●], 2015, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ l ], 20042023, or at such other time on the same or such other date, not later than [ l ], 2023, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares ADSs shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ l ], 20042023, as shall be designated in writing by youthe Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with Underwriters through the transfer facilities of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforDepository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on December [ ]March 9, 20042020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be mutually agreed in writing by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 2004the second business day thereafter, as shall may be designated in writing by youthe Representatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ March [—], 20042015, or at such other time on the same or such other date as shall be designated in writing by you and the Company. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ April [—], 20042015, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]July 2, 20042021, or at such other time on the same or such other date, not later than July 7, 2021, as shall be designated in writing by Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholders in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]August 12, 20042021, as shall be designated in writing by youXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx in Houston, Texas New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on December [ ]April 6, 2004, or at such other time on the same or such other date, not later than April 13, 2004, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." “Closing Date”. Payment for any Additional Shares Securities shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ ], 200430 days after the Closing Date, as shall be designated in writing by you. The Firm Shares time and Additional Shares date of such payment are hereinafter referred to as the “Option Closing Date”. The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder each Seller shall be made to the Selling Stockholder such Seller in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ , 2008, or at such other time on the same or such other date, not later than , 2008 [5 business days after date inserted above], 2004as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ , 2008 [10 business days after expiration of over-allotment option], 2004, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the each such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]7, 20042023, or at such other date and time as the Representatives, the Company and the Selling Shareholders may agree upon in writing. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the each such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other date and time on as the same or on such other dateRepresentatives, in any event not later than December [ ], 2004, as shall be designated the Company and the Selling Shareholders may agree upon in writing by youfor each applicable Option Closing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other United States funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [____________], 20042010, or at such other time on the same or such other date, not later than [_________], 2010, as shall be agreed in writing by the Representatives and the Company. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the each Selling Stockholder Shareholder in Federal or other United States funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [_______], 20042010, as shall be designated agreed in writing by youthe Representatives and the Company. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Stockholders shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., Houston New York City time, on December [ ]November 15, 2004. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on the date specified in the corresponding notice described in Section 3 hereof 2006 or at such other time on the same or on such other date, in any event not later than December [ ]November 20, 20042006, as shall be designated in writing by youthe Underwriter. The Firm Shares date and Additional time of the payment, in each case, will be referred to as the “Closing Date.” The Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriterstheir account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the “Designated Office”) on the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston 12:00 P.M. (New York City time), on December [ ]October 11, 20042016, or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter herein referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ]November 9, 20042016, as shall be designated in writing agreed by youthe Representative and the Company. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Kxxxx, Bxxxxxxx & Wxxxx, Inc. through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and each Selling Stockholder shall be made to the Selling Stockholder Company in Federal federal or other funds immediately available in HoustonMilwaukee, Texas Wisconsin against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston Central Time, on [●], 2018, or at such other date and time, on December [ not later than [●], 20042018, as shall be designated in writing by the Representatives (such date and time, the “Closing Date”). The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the [Selling Stockholder Stockholders/Custodian] in Federal federal or other funds immediately available in HoustonMilwaukee, Texas Wisconsin against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston timeCentral Time, on the date specified in the corresponding exercise notice described in Section 3 hereof or at such other time on the same or on such other datedate and time, in any event not later than December [ [●], 20042018, as shall be designated in writing by youthe Representatives. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may beapplicable. The Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or an the Option Closing Date, as the case may beapplicable, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Delivery of the Shares shall be made through the facilities of the Depository Trust Company (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or the Option Closing Date, as applicable.

Payment and Delivery. Payment Delivery and payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in Federal or other funds immediately available in Houston, Texas against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in Houstonat 9:15 A.M., Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York time, on the third Business Day following the effective date specified in (the corresponding notice described in Section 3 hereof “Effective Date”) of this Underwriting Agreement (or the fourth Business Day following the Effective Date, if the Shares are priced after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of Maxim Group LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at such other time on the same or on such other date, in any event not later than December [ ], 2004, place as shall be designated in writing agreed upon by youthe Representative and the Company. The Firm hour and date of delivery and payment for the Shares is called the “Closing Date.” The payment of the purchase price for, and Additional delivery the Shares is referred to herein as the “Closing.” Payment for the Shares (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. Delivery of the Shares to the Underwriters may be made by means of delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Shares or through the full fast transfer facilities of the Depository Trust Company (the “DTC”) for the account of the Underwriters. The Shares shall be registered in such name or names and in such authorized denominations as you shall the Representatives may request in writing not later than one full business day at least two Business Days prior to the Closing Date or Date. The Company will permit the applicable Option Representatives to examine and package the Shares for delivery, at least one full Business Day prior to the Closing Date, as the case may be. The Firm Shares and Additional Shares Company shall not be delivered obligated to you on the Closing Date sell or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of deliver the Shares to except upon tender of payment by the Underwriters duly paidRepresentatives for all the Shares. Maxim Group LLC Global Hunter Securities, against payment of the Purchase Price therefor.LLC November 19, 2010

Payment and Delivery. Payment for the Firm Shares to be sold by the each Selling Stockholder Shareholder shall be made to the such Selling Stockholder Shareholder in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ ]November 14, 20042013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder GGC Holdings in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ ], 2004the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 200420111, or at such other time on the same or such other date, not later than [•], 20112 as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [•], 200420113, as shall be designated in writing by youthe Representatives. 1 The date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time (and T+4 settlement is deemed to apply to secondary sales), 4 business days after the date of the Underwriting Agreement. 2 The date 5 business days after the date inserted in accordance with footnote 3. 3 The date 10 business days after the expiration of the green shoe option. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment paid and (ii) shall be treated as satisfied to the extent of any amount withheld and paid over to the Purchase Price thereforapplicable taxing authority as required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder Company shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [date], 20042021, or at such other time on the same or such other date, not later than [date], 2021, as shall be agreed upon in writing by the Company and Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than December [ [date], 20042021, as shall be designated agreed upon in writing by youthe Company and Xxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares [to be sold by the Selling Stockholder each Seller] shall be made to [the Selling Stockholder Company] [such Seller] in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on December [ [•], 20042021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the "CLOSING DATE“Closing Date." ” Payment for any Additional Shares shall be made to the Selling Stockholder Company in Federal or other funds immediately available in Houston, Texas New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Houston New York City time, on the date specified in the corresponding notice described in Section 3 hereof 2 or at such other time on the same or on such other date, in any event not later than December [ [•], 20042021, as shall be designated in writing by youthe Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.