Common use of Applicable Law; Counterparts Clause in Contracts

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- ---------------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: _____________________________ Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------I

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND By: --------------------------- Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: --------------------------- Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ----------------------------------- Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------I

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State Sate of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the CompanyTrust, the Selling Stockholders Company and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx WALBRO CAPITAL TRUST By: Walbro Corporation, as Sponsor By: _______________________________ Name: Lambxxx X. Xxxxxx Xx. Axxxxxxx Title: Chairman of the Board & and Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact WALBRO CORPORATION By________________________________ Name: Lambxxx X. Axxxxxxx Title: Chairman and Chief Executive Officer Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II I hereto. XXXXX SMITX XXXXXX INCXXX. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION INTERSTATE/JOHNXXX XXXE XXXPORATION As Representatives of the Several Underwriters By XXXXX SMITX XXXXXX INCXXX. By -------------------------- Managing Director ___________________________ Name: Title: 38 SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- WALBRO CAPITAL TRUST [ ]% Convertible Trust Preferred Securities Number of Selling Stockholders Firm Shares -------------------- -----------Underwriters Preferred Securities

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the CompanyTrust, the Selling Stockholders Company and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxHOUSEHOLD CAPITAL TRUST VII By: ------------------------------------- as Regular Trustee By: ------------------------------------- as Regular Trustee By: ------------------------------------- as Regular Trustee HOUSEHOLD INTERNATIONAL, INC. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: ------------------------------------- Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II I hereto. XXXXX XXXXXX INC. XXXXXXXXXXxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx Xxxxx Barney Inc. X. X. Xxxxxxx & Sons, XXXXXX Inc. Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION Xxxxx Incorporated Prudential Securities Incorporated UBS Warburg LLC As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director By: Xxxxxx Xxxxxxx & Co. Incorporated By: -------------------------------------- SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------HOUSEHOLD CAPITAL TRUST VII ___% Preferred Securities

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several UnderwritersManagers. Very truly yours, NAME OF COMPANY FURNITURE BRANDS INTERNATIONAL, INC. By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman ........................ Name: Title: Vice President APOLLO INVESTMENT FUND, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By ........................ Name: Title: Vice President LION ADVISORS, L.P., on behalf of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto an investment account under management By: Lion Capital Management, Inc. General Partner By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact ........................ Name: Title: Vice President 41 Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters Managers named in Schedule II I hereto. XXXXX XXXXXX INC. XXXXXXXXXCREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED XXXXXX, XXXXXX READ & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION CO. INC XXXXXXX XXXXX INTERNATIONAL SALOMON BROTHERS INTERNATIONAL LIMITED WHEAT, FIRST SECURITIES, INC. As Representatives of Lead Managers for the Several Underwriters Managers By XXXXX XXXXXX INC. By -------------------------- Managing Director .......................... Name: Title: SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------FURNITURE BRANDS INTERNATIONAL, INC.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: _____________________________ Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. MCDONALD INVESTMENTS INC., a KeyCorp Company XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Name of Underwriters Number of Selling Stockholders Firm Common Shares -------------------- ----------------------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Partnership, the Trust and the several UnderwritersUnderwriter. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx EQUITY INNS, INC. By: /s/ HOWAXX X. Xxxxxx Xx. Chairman of the Board & XXXVER ------------------------------------- Howaxx X. Xxxver Executive Vice President, Secretary, Treasurer and Chief Executive Financial Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact EQUITY INNS TRUST By: /s/ HOWAXX X. XXXVER ------------------------------------- Howaxx X. Xxxver Secretary and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ HOWAXX X. XXXVER ---------------------------------- Howaxx X. Xxxver Secretary and Treasurer Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------mentioned.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Shareholders and the several U.S. Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & LASALLE RE HOLDINGS LIMITED By______________________________ President and Chief Executive Officer Each of the Selling Stockholders Shareholders named in Schedule I hereto By ------------------------------ By______________________________ Attorney-in-Fact By ------------------------------ By______________________________ Attorney-in-Fact By______________________________ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXX, LAZARD FRERES & CO. LLC XXXXXX XXXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters CO. INCORPORATED By XXXXX XXXXXX INC. By -------------------------- By_____________________________ Managing Director SCHEDULE I NAME OF COMPANY LASALLE RE HOLDINGS LIMITED Part A - Firm Shares -------------------------- -------------------- Number of Selling Stockholders Shareholders Firm Shares -------------------- -----------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & Chief Executive Officer PARTY CITY CORPORATION By_______________________________________ Stevxx Xxxxxxx, Xxesident Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ By_______________________________________ Attorney-in-Fact By ------------------------------ By_______________________________________ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX SMITX XXXXXX XXX. TUCKXX XXXXXXX XXXORPORATED MORGXX XXXXXX & XOMPANY, INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION 31 As Representatives of the Several Underwriters By XXXXX SMITX XXXXXX INCXXX. By -------------------------- By___________________________________________ Managing Director 32 SCHEDULE I NAME OF COMPANY PARTY CITY CORPORATION Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------Shares

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Selling Stockholders Company and the several UnderwritersInitial Purchasers. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx QUADRAMED CORPORATION By: /s/ John X. Xxxxxx Xx. Chairman of the Board & Xxxxxxxxxx ----------------------------- Name: John X. Xxxxxxxxxx Title: Executive Vice President and Chief Executive Financial Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II heretomentioned. XXXXX XXXXXX INCSaloxxx Xxxxx Xxxnxx Xxxxx Xxxnxx Xxx. XXXXXXXXXBear, XXXXXX Steaxxx & XXXXXXXX SECURITIES CORPORATION Xo. Inc. BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INCAlex. By -------------------------- Browx Xxxorporated By: Smitx Xxxxxx Xxx. By: /s/ Benjxxxx X. Xxxxxxx ---------------------------- Name: Benjxxxx X. Xxxxxxx Title: Managing Director SCHEDULE I NAME OF COMPANY Part A - Principal Amount of Principal Amount of Initial Purchaser Firm Shares -------------------------- Number Debentures Additional Debentures ----------------- ------------------- --------------------- Smitx Xxxxxx Xxx. $ 60,000,000 $ 9,000,000 Bear, Steaxxx & Xo. Inc. $ 20,000,000 $ 3,000,000 BT Alex. Browx Xxxorporated $ 20,000,000 $ 3,000,000 Total: $100,000,000 $15,000,000 =========== ========== SCHEDULE II List of Selling Stockholders Firm Shares -------------------- -----------Subsidiaries Medicus Systems Corporation QuadraMed Acquisition Corporation FRA Acquisition Inc.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- --------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: _____________________________ Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXXXXX & CO. INC. FIRST UNION SECURITIES, INC. MCDONALD INVESTMENTS INC., a KeyCorp Company XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------I

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: _____________________________ Title: Vice President 34 Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXXXXX XXXXX & ASSOCIATES, INC. WACHOVIA SECURITIES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Name of Underwriters Number of Selling Stockholders Firm Common Shares -------------------- ----------------------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts counterparts, which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the CompanyFund, the Selling Stockholders Investment Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxSALOMON BROTHERS EMERGING MARKETS DEBT FUND INC. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: ____________________________ Name: Title: SALOMON BROTHERS ASSET MANAGEMENT INC By: ____________________________ Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II I hereto. XXXXX XXXXXX CITIGROUP GLOBAL MARKETS INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX By: CITIGROUP GLOBAL MARKETS INC. By -------------------------- Managing Director By:___________________________ Name: Title: SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Salomon Brothers Emerging Markets Debt Fund Inc. Underwriter Number of Selling Stockholders Firm Shares -------------------- ---------------------- ----------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. In all dealings with the Company under this Agreement, you shall act on behalf of each of the several U.S. Underwriters, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement made or given by you jointly or by Xxxxx Xxxxxx Inc. on behalf of you. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several U.S. Underwriters. Very truly yours, NAME OF COMPANY NATIONAL EQUIPMENT SERVICES, INC. By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & ------------------------------------- President and Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact ------------------------------------- By ------------------------------ Attorney-in-Fact ------------------------------------- Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule II hereto. XXXXXXX XXXXX XXXXXX XXXXX XXXXXX INC. XXXXXXX XXXXX & COMPANY XXXXXXXXX, XXXXXX LUFKIN & XXXXXXXX SECURITIES CORPORATION BT CREDIT SUISSE FIRST BOSTON CORPORATION NATIONSBANC XXXXXXXXXX SECURITIES CORPORATION LLC As Representatives of the Several U.S. Underwriters By XXXXX XXXXXX INC. By -------------------------- By: --------------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------NATIONAL EQUIPMENT SERVICES, INC.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several UnderwritersManagers. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx Xx. NOVA CORPORATION By:____________________________ Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ By:_____________________________ Attorney-in-Fact By ------------------------------ By: Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters Managers named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXXBT ALEX. XXXXX INTERNATIONAL, XXXXXX & a division of Bankers Trust PLC THE XXXXXXXX-XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION COMPANY, LLC As Representatives Lead Managers for of the Several Underwriters By Managers By: XXXXX XXXXXX INC. By -------------------------- By:____________________________ Managing Director SCHEDULE I NAME OF COMPANY NOVA CORPORATION Part A - -- Firm Shares -------------------------- --------------------- Number of Selling Stockholders Firm Shares -------------------- ---------------------- ___________ ___________ Total..................... =========== SCHEDULE II NOVA CORPORATION

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- --------------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: ___________________________ Title: Vice President 36 Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------I

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: _____________________________ Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX CO. FIRST UNION SECURITIES, INC. By -------------------------- Managing XXXXXXX XXXXX & ASSOCIATES, INC. XXXXXX XXXXXXX INCORPORATED WEDBUSH XXXXXX SECURITIES, INC. XXXXX FARGO XXX XXXXXX, LLC AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------I

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. If the foregoing correctly sets forth letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Selling Stockholders Company and the several UnderwritersUnderwriters in accordance with its terms. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx FELCOR SUITE HOTELS, INC. By: /s/ Thomxx X. Xxxxxx Xxxxxxxx, Xx. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact Confirmed -------------------------------- Thomxx X. Xxxxxxxx, Xx. President FELCOR SUITES LIMITED PARTNERSHIP By: FELCOR SUITE HOTELS, INC. General Partner By: /s/ Thomxx X. Xxxxxxxx, Xx. -------------------------------- Thomxx X. Xxxxxxxx, Xx. President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II heretowritten. XXXXX SMITX XXXXXX INCXXX. XXXXXXXXX, ALEX. BROWX & XONS INCORPORATED DEAN XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION XXX. MONTXXXXXX XXXURITIES As Representatives Representative of the Several Underwriters By XXXXX listed on Schedule I By: SMITX XXXXXX INCXXX. By -------------------------- Managing Director By: /s/ Mark X. Xxxxxxxxx ---------------------------- Authorized Officer SCHEDULE I NAME SCHEDULE OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------UNDERWRITERS

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND By:___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By:_____________________________ Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC ADVEST, INC. FIRST UNION SECURITIES, INC. MCDONALD INVESTMENTS INC., A KEYCORP COMPANY AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By:____________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Name of Underwriters Number of Selling Stockholders Firm Common Shares -------------------- ----------------------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Shareholder and the Underwriters each hereby irrevocably waives any right it may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Shareholder and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx Dominion Homes, Inc. ----------------------------------- Xxx X. Xxxxxx Xx. Chairman of the Board & Xxxxxxx, President and Chief Executive Operating Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact Confirmed BRC Properties Inc. ----------------------------------- Xxxxx X. Xxxxxx, President CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several Underwriters named in Schedule II I hereto. XXXXXXX XXXXX XXXXXX & ASSOCIATES, INC. XXXXXXXXXBy: ---------------------------------- Authorized Representative XXXX XXXXX XXXX XXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director INCORPORATED By: ---------------------------------- Authorized Representative - 38 - SCHEDULE I NAME OF COMPANY Part A - Number Name Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- ---------------------------------------------- -------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Shareholders and the several UnderwritersManagers. Very truly yours, NAME OF COMPANY LASALLE RE HOLDINGS LIMITED By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & ______________________________ President and Chief Executive Officer Each of the Selling Stockholders Shareholders named in Schedule I hereto By ------------------------------ ______________________________ Attorney-in-Fact By ------------------------------ ______________________________ Attorney-in-Fact By ______________________________ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters Managers named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXX, LAZARD CAPITAL MARKETS XXXXXX XXXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION CO. INTERNATIONAL LIMITED As Representatives of Lead Managers for the Several Underwriters Managers By XXXXX XXXXXX INC. By -------------------------- ______________________________ Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- LASALLE RE HOLDINGS LIMITED Number Selling Shareholders of Selling Stockholders Firm Shares -------------------- --------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable without reference to contracts made and choice of law principles thereunder. Each party hereto hereby irrevocably submits for purposes of any action arising from this Agreement brought by the other party hereto to be performed within the jurisdiction of the courts of the State of New York located in the city of New York and the U.S. District Court for the Southern District of New York. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Company and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxXXXXXXX PHARMACEUTICALS, INC. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact Confirmed By: Name: Title: CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representative and the other several Underwriters named in Schedule II I hereto. XXXXXXX XXXXX XXXXXX & ASSOCIATES, INC. XXXXXXXXXBy: 22 SCHEDULE I I-1 Exhibit A December , XXXXXX 2003 XXXXXXX XXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION ASSOCIATES, INC. As Representatives Representative of the Several Underwriters By XXXXX XXXXXX INCc/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. By -------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------Xxxxxxxxxx, Xxxxxxx 00000

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several U.S. Underwriters. Very truly yours, NAME OF COMPANY FURNITURE BRANDS INTERNATIONAL, INC. By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman ------------------------ Vice President APOLLO INVESTMENT FUND, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By ------------------------ Vice President LION ADVISORS, L.P., on behalf of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto an investment account under management By: Lion Capital Management, Inc. General Partner By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact ------------------------ Vice President Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule II I hereto. XXXXX XXXXXX INC. XXXXXXXXXCS FIRST BOSTON CORPORATION XXXXXX, READ & CO. INC XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION XXXXX INCORPORATED WHEAT, FIRST SECURITIES, INC. As Representatives of the Several U.S. Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director ------------------------ SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------FURNITURE BRANDS INTERNATIONAL, INC.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, Fund and the Selling Stockholders Manager and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxNUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: ___________________________ Title: Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Underwriters named in Schedule II I hereto. By: XXXXXXX XXXXX XXXXXX INC. XXXXXXXXXNUVEEN INVESTMENTS X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ Title: Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Name of Underwriters Number of Selling Stockholders Firm Common Shares -------------------- ----------------------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. In all dealings with the Company under this Agreement, you shall act on behalf of each of the several Managers, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement made or given by you jointly or by Xxxxx Xxxxxx Inc. on behalf of you. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several UnderwritersManagers. Very truly yours, NAME OF COMPANY NATIONAL EQUIPMENT SERVICES, INC. By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & --------------------------------- President and Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact --------------------------------- By ------------------------------ Attorney-in-Fact --------------------------------- Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters Managers named in Schedule II hereto. XXXXXXX XXXXX BARNEY INTERNATIONAL XXXXX XXXXXX INC. XXXXXXX XXXXX & COMPANY, L.L.C. CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED XXXXXXXXX, XXXXXX LUFKIN & XXXXXXXX INTERNATIONAL NATIONSBANC XXXXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION LLC As Representatives Lead Managers of the Several Underwriters Managers By XXXXX XXXXXX INC. By -------------------------- By: ---------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------NATIONAL EQUIPMENT SERVICES, INC.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the CompanyTrust, the Selling Stockholders Company and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx XxHOUSEHOLD CAPITAL TRUST V By: ------------------------------------ as Regular Trustee By: ------------------------------------ as Regular Trustee HOUSEHOLD INTERNATIONAL, INC. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact By: ------------------------------------ Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II I hereto. XXXXX XXXXXX INCMerrxxx Xxxcx & Xo. XXXXXXXXXMerrxxx Xxxxx Xxxxxx, XXXXXX Xxnnxx & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION Xmitx Xxxorporated Morgxx Xxxnxxx & Xo. Incorporated As Representatives of the Several Underwriters By XXXXX XXXXXX INCBy: Merrxxx Xxxcx & Xo. By -------------------------- Managing Director Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated By: ----------------------------------- SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- HOUSEHOLD CAPITAL TRUST V % Capital Securities ---- Number of Selling Stockholders Firm Shares Underwriter Capital Securities ----------- -------------------- -----------[Name]...................... --------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Shareholder and the several Underwriters. Very truly yours, NAME OF COMPANY EDUTREK INTERNATIONAL, INC. By ------------------------------ Xxxxxxx X. Xxxxxx Xx. ______________________________ Chairman of the Board & and Chief Executive Officer Each of ATLANTIC EQUITY CORPORATION as the Selling Stockholders Shareholder named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ ______________________________ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX SMITX XXXXXX XXX. THE ROBIXXXX-XXXXXXXX XXXPANY, INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX By: SMITX XXXXXX INCXXX. By -------------------------- By: _____________________________ Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- EDUTREK INTERNATIONAL, INC. Number of Selling Stockholders Shareholder Firm Shares -------------------- ------------------------------ ----------- Atlantic Equity Corporation 257,110 SCHEDULE II EDUTREK INTERNATIONAL, INC.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York Florida applicable to contracts made and to be performed within the State of New YorkFlorida. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders Shareholders and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx OUTSOURCE INTERNATIONAL, INC. By: ---------------------------------- Xxxx X. Xxxxxx Xx. Xxxxxx, Chairman of the Board & Board, President and Chief Executive Officer Each of the Selling Stockholders Shareholders named in Schedule I hereto By ------------------------------ By: ---------------------------------- Attorney-in-Fact By ------------------------------ By: ---------------------------------- Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX, XXXXXX LUFKIN & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By By: XXXXX XXXXXX INC. By -------------------------- By: -------------------------------- Name: Managing Director SCHEDULE I NAME OF COMPANY Part OUTSOURCE INTERNATIONAL, INC. PART A - Firm Shares -------------------------- FIRM SHARES -------------------- Number of Selling Stockholders Firm Shares SELLING SHAREHOLDERS FIRM SHARES -------------------- -----------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several UnderwritersManagers. Very truly yours, NAME OF COMPANY FURNITURE BRANDS INTERNATIONAL, INC. By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman ------------------------ Vice President APOLLO INVESTMENT FUND, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By ------------------------ Vice President LION ADVISORS, L.P., on behalf of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto an investment account under management By: Lion Capital Management, Inc. General Partner By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact ------------------------ Vice President Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters Managers named in Schedule II I hereto. XXXXX XXXXXX INC. XXXXXXXXXCS FIRST BOSTON LIMITED XXXXXX, XXXXXX READ & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION CO. INC XXXXXXX XXXXX INTERNATIONAL WHEAT, FIRST SECURITIES, INC. As Representatives of Lead Managers for the Several Underwriters Managers By XXXXX XXXXXX INC. By -------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------FURNITURE BRANDS INTERNATIONAL, INC.

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, NAME OF COMPANY MONACO COACH CORPORATION By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & ------------------------------------------- Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ ------------------------------------------- Attorney-in-Fact By ------------------------------ ------------------------------------------- Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXXXXXXXXX XXXXX & COMPANY X.X. XXXXXXX & SONS, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION INC. As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part MONACO COACH CORPORATION PART A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares FIRM SHARES -------------------- NUMBER OF SELLING STOCKHOLDERS FIRM SHARES --------------------- -----------