Common use of per Share Clause in Contracts

per Share. UNDERWRITING AGREEMENT -------------------- o, 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇ ▇lc, a company incorporated under the laws of the Republic of Ireland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- _____________, 2003 Goldman, Sachs & Co., William Blair & 2004 ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers)Co., As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇Co. ▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇: ▇ ▇▇▇▇ ▇lc▇▇▇▇ Ladies and Gentlemen: Strategic Hotel Capital, Inc., a company incorporated under the laws of the Republic of Ireland Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares [______] shares (the "ADSsFirm Shares") representing 1,500,000 Ordinary and, at the election of the Underwriters, up to [_____] additional shares (the "Optional Shares") of common stock, par value (euro)0.06 $0.01 per Ordinary Share share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares Shares." At the Time of Stock represented by Delivery (as hereinafter defined), the Firm ADSs are hereinafter called the "Firm Shares" Company and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to Strategic Hotel Funding, L.L.C., a deposit agreement Delaware limited liability company (the "Deposit AgreementOperating Company"), dated will complete a series of transactions described in the Prospectus (as hereinafter defined) under the captions "Prospectus Summary-Summary of May 20the Formation and Structuring Transactions", 1998"Prospectus Summary-Benefits of the Formation and Structuring Transactions" and "Formation and Structuring Transactions" (such transactions, among the "Formation Transactions"). As part of the Formation Transactions, (i) the Company will contribute the net proceeds from the public offering of the Shares to the Operating Company in exchange for units of interest in the Operating Company ("OC Units") and (ii) the Operating Company will issue OC Units to the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.

per Share. UNDERWRITING AGREEMENT -------------------- oJanuary 28, 2003 2004 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Deutsche Bank Securities Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ McDonald Investme▇▇▇ ▇▇▇., ▇ ▇▇al yCorp Company, First Analysis Securities Corporation, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇Street, ▇▇▇ ▇or▇New York, ▇▇w New York 1▇▇▇▇10004. Ladies and Ge▇▇▇▇▇▇ en: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇lc, a company incorporated under the laws of the Republic of Ireland ▇▇▇▇ration (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares1,917,164 shares and, at the election of the Underwriters, up to 1,095,000 additional shares of Common Stock, par value (euro)0.06 $.75 per Ordinary Share share, of the Company ("Stock"), and Vita International Limited, a limited liability company incorporated under the laws of the CompanyEngland (a wholly-owned subsidiary of British Vita PLC), and the shareholders a stockholder of the Company named in Schedule II hereto (the "Selling ShareholdersStockholder") propose), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 5,382,836 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 7,300,000 shares of Stock to be sold by the Company and the Selling Shareholders Stockholder is herein called the "Firm ADSsShares" and the aggregate of 450,000 ADSs representing 450,000 1,095,000 additional shares to be sold by the Selling Shareholders Company is herein called the "Optional ADSsShares". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.

per Share. UNDERWRITING AGREEMENT -------------------- o(U.S. VERSION) ------------ October , 2003 Goldman, Sachs & Co., William Blair & 1996 ▇▇▇▇an▇, ▇.L.C.▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ as Davy Stockbrokers), As representat& ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇ ▇▇▇▇ ▇▇▇▇▇al ▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ & Co., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇: ▇, ▇▇▇ ▇▇▇▇ ▇lc, a company incorporated under the laws of the Republic of Ireland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company ▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling ShareholdersStockholders") of CUC International Inc., a Delaware corporation (the "Company"), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 ADSs representing 1,500,000 13,200,000 shares of Stock (the "Firm Shares") and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 1,980,000 additional shares to be sold by the Selling Shareholders is herein called (the "Optional ADSsShares". The ) of Common Stock, par value $.01 per share ("Stock"), of the Company (the Firm ADSs Shares and the Optional ADSs that Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSsShares"). The It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement (the "International Underwriting Agreement") providing for the sale by the Selling Stockholders of up to a total of 3,795,000 shares of Stock represented (the "International Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters"), for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited are acting as lead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the Firm ADSs are foregoing, one relating to the Shares hereunder and the other relating to the International Shares. The latter form of prospectus will be identical to the former except for certain substitute pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter called to the "Firm Shares" and Shares shall include all the shares of Stock represented by which may be sold pursuant to either this Agreement or the Optional ADSs are hereinafter called International Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both the "Optional Shares" U.S. and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreementinternational versions thereof.

per Share. UNDERWRITING AGREEMENT -------------------- oOctober __, 2003 2004 Goldman, Sachs & Co., William Blair & J.P. Morgan Securities Inc. As representative▇ ▇▇ ▇▇e ▇▇▇▇an▇al Under▇▇▇▇▇▇▇ named in Schedule I hereto (the "Representatives"), c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 and c/o J.P. M▇.L.C., ▇▇▇▇ Securi▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ York, New ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. Ladies and Gen▇▇▇▇▇▇ ▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇ ▇▇▇, ▇▇▇., ▇ ▇lc, a company incorporated under the laws of the Republic of Ireland ▇▇aware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares25,000,000 shares of Class A Common Stock, par value (euro)0.06 $0.01 per Ordinary Share share ("Stock"), ) of the Company, ; and the shareholders stockholders of the Company named in Schedule II hereto (the "Selling ShareholdersStockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 4,000,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 4,350,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 29,000,000 shares of Stock to be sold by the Company and the Selling Shareholders Stockholders is herein called the "Firm ADSsShares" and the aggregate of 450,000 ADSs representing 450,000 4,350,000 additional shares to be sold by the Selling Shareholders Stockholders is herein called the "Optional ADSsShares". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- January 29, 2003 2004 Goldman, Sachs & Co., William Blair & As representative of the several Underwr▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named ed in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇Street, New York, New York 10004. UBS Securities LLC, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇, ▇▇▇ ▇▇▇▇ ▇lc▇enue, a company incorporated under the laws of the Republic of Ireland New York, New York 10171. Ladies and Gentlemen: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇ ▇▇▇▇▇▇re corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares3,000,000 shares of Common Stock, par value (euro)0.06 per Ordinary Share $0.03 ("Stock"), ) of the Company, Company and the shareholders stockholders of the Company named in Schedule II hereto (the "Selling ShareholdersStockholders") propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 1,850,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 675,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 4,850,000 shares of Stock to be sold by the Company and the Selling Shareholders Stockholders is herein called the "Firm ADSsShares" and the aggregate of 450,000 ADSs representing 450,000 675,000 additional shares to be sold by the Selling Shareholders Stockholders is herein called the "Optional ADSsShares". The 3,000,000 Firm ADSs Shares to be sold by the Company are herein called the "Company Shares." The aggregate of 1,850,000 Firm Shares to be sold by the Selling Stockholders and the Optional ADSs Shares are herein collectively called the "Selling Stockholder Shares." The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". Shares." The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" Company and the shares Underwriters, in accordance with the requirements of Stock represented by Rule 2720 ("Rule 2720") of the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement National Association of Securities Dealers, Inc. (the "Deposit AgreementNASD")) and subject to the terms and conditions stated herein, dated as also hereby confirm the engagement of May 20the services of UBS Securities LLC (in such capacity, 1998and not otherwise, among the Company, The Bank of New York, as depositary (the "DepositaryIndependent Underwriter"), and holders from time to time ) as a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the American Depositary Receipts (NASD in connection with the "ADRs") issued by offering and sale of the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit AgreementShares.

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- February, 2003 Goldman1998 ADVEST, Sachs & Co., William Blair & INC. ▇.▇. ▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (tCO. ▇▇▇▇▇▇ as Davy Stockbrokers), As representat& ▇▇▇▇▇▇ INCORPORATED As Representatives (the "Representatives") of the Several Underwriters Named in Schedule I hereto ---------- c/o Advest, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇: ▇ ▇▇▇▇▇ ▇lcDear Sirs and Mesdames: American Safety Insurance Group, Ltd., a company incorporated under the laws of the Republic of Ireland Bermuda corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters several Underwriters named in Schedule I hereto (the "Underwriters") an ---------- aggregate of 1,500,000 American Depositary Shares 2,700,000 shares (the "ADSsFirm Shares") representing 1,500,000 Ordinary Sharesof the Company's common shares, par value (euro)0.06 $0.01 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto share (the "Selling ShareholdersCommon Shares") propose). In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election and subject to the terms and conditions stated herein, to sell purchase ratably in proportion to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock andamounts set forth opposite their respective names in Schedule I hereto, at the election of the Underwriters, an aggregate of up to 450,000 405,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by Common Shares ---------- from the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 (such additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Common Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called , the "Optional Shares" and the "). The Firm Shares and the Optional Shares are herein referred to collectively called as the "Shares." As part of the offering of the 2,700,000 Firm Shares contemplated by this Agreement, Advest, Inc. (". The ADSs are Advest") has agreed to be issued pursuant reserve, out of the Firm Shares set forth opposite its name on Schedule I hereto, up to a deposit agreement 135,000 Shares for sale ---------- to the Company's employees, officers and directors (collectively, the "Participants"), as set forth in the Prospectus in the section entitled "Underwriting" (the "Deposit AgreementDirected Share Program"), dated as of May 20, 1998, among . The Shares to be sold by Advest pursuant to the Company, The Bank of New York, as depositary Directed Share Program (the "DepositaryDirected Shares"), and holders from time ) will be sold by Advest pursuant to time this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the American Depositary Receipts (first business day after the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS date on which this Agreement is executed will initially represent the right to receive one share of Stock deposited pursuant be offered to the Deposit Agreement.public by Advest as set forth in the Prospectus. The Company, intending to be legally bound, hereby confirms its agreement with the Underwriters as follows:

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- oOctober __, 2003 Goldman, Sachs & Co., William Blair & 1996 ▇▇▇▇an▇▇▇ ▇▇▇▇▇ International, ▇.L.C.▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇▇▇ as Davy Stockbrokers)Securities Corporation, As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al ▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad StreGoldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇: ▇▇▇▇ ▇lc▇▇▇ ▇▇▇, a company incorporated under the laws of the Republic of Ireland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling ShareholdersStockholders") of CUC International Inc., a Delaware corporation (the "Company"), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 ADSs representing 1,500,000 3,300,000 shares of Stock (the "Firm Shares") and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 495,000 additional shares to be sold by the Selling Shareholders is herein called (the "Optional ADSsShares". The ) of Common Stock, par value $.01 per share ("Stock"), of the Company (the Firm ADSs Shares and the Optional ADSs that Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSsShares"). The It is understood and agreed to by all parties that the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the sale by the Selling Stockholders of up to a total of 15,180,000 shares of Stock represented (the "U.S. Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., are acting as representatives. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between the Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Firm ADSs Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as context may otherwise require, references hereinafter called to the "Firm Shares" and Shares shall include all the shares of Stock represented by which may be sold pursuant to either this Agreement or the Optional ADSs are hereinafter called U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both the "Optional Shares" U.S. and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreementinternational versions thereof.

per Share. UNDERWRITING AGREEMENT -------------------- oApril 7, 2003 Goldman2004 April 7, Sachs 2004 Morgan Stanley & Co.Co. Incorporated Merrill Lynch, William Blair Pierce, Fenner & Smit▇ ▇ncorporated c/o Morg▇▇ ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇ley & Co. Incorp▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers)Broadway New York, As representat▇▇▇▇ ▇▇ ▇New York 100▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ r Sirs and Mesdames: ▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇lc, a company incorporated under the laws of the Republic of Ireland ▇▇▇▇▇▇▇▇on (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the underwriters several Underwriters named in Schedule I hereto (the "UnderwritersUNDERWRITERS") an aggregate 7,500,000 shares of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary SharesCommon Stock, par value $0.01 per share, of the Company (euro)0.06 the "FIRM SHARES"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,125,000 shares of its Common Stock, par value $0.01 per Ordinary Share share (the "StockADDITIONAL SHARES"), if and to the extent that you, as Managers of the Companyoffering, and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") proposeshall have determined to exercise, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election on behalf of the Underwriters, an aggregate of up the right to 450,000 additional ADSs representing 450,000 purchase such shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock granted to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs"Underwriters in Section 2 hereof. The Firm ADSs Shares and the Optional ADSs that the Underwriters elect Additional Shares are hereinafter collectively referred to purchase pursuant to Section 2 hereof are herein collectively called as the "ADSsSHARES". The shares of Stock represented by Common Stock, par value $0.01 per share, of the Firm ADSs Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter called referred to as the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "SharesCOMMON STOCK". The ADSs are to be issued pursuant to a deposit agreement Company has filed with the Securities and Exchange Commission (the "Deposit AgreementCOMMISSION") a registration statement on Form S-3 (No. 333-112216), dated as of May 20including a prospectus, 1998relating to the Shares, among and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Company, The Bank of New York, as depositary Commission (i) a prospectus supplement (the "DepositaryPROSPECTUS SUPPLEMENT") specifically relating to the Shares pursuant to Rule 424 under the Securities Act of 1933, as amended (the "SECURITIES Act"), and holders (ii) a related prospectus dated March 1, 2004 (the "BASE PROSPECTUS") and the offering thereof from time to time in accordance with Rule 415 of the American Depositary Receipts rules and regulations of the Commission under the Securities Act (the "ADRsSECURITIES ACT REGULATIONS") issued ). Such registration statement has been declared effective by the Depositary Commission. Such registration statement, as amended to the date hereof, is referred to herein as the "REGISTRATION STATEMENT"; and evidencing the ADSs. Each ADS will initially represent Base Prospectus and the right Prospectus Supplement, in the form first used to receive one share confirm sales of Stock deposited the Shares, are collectively referred to herein as the "PROSPECTUS"; provided, however, that all references to the "REGISTRATION STATEMENT" and the "PROSPECTUS" shall also be deemed to include all documents incorporated therein by reference pursuant to the Deposit AgreementSecurities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement.

per Share. UNDERWRITING AGREEMENT -------------------- o(U.S. VERSION) ----------------------- July __, 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇1998 Gold▇▇▇, ▇▇▇▇▇▇ch▇ & Co. Inc.▇o., J&E Davy (tDain ▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al ▇▇ ▇▇ representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs Sach▇ & Co., ▇o. 85 Broad StreB▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇: ▇, ▇▇▇ ▇▇▇▇ ▇lc▇▇▇▇ ▇▇▇ies and Gentlemen: Visual Networks, Inc., a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares________ shares and, at the election of the Underwriters, up to ________ additional shares of Common Stock, par value (euro)0.06 $.01 per Ordinary Share share ("Stock"), ) of the Company, Company and the shareholders stockholders of the Company named in Schedule II hereto (the "Selling ShareholdersStockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 ________ shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 ________ additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 ________ shares of Stock to be sold by the Company and the Selling Shareholders Stockholders is herein called the "Firm ADSsShares" and the aggregate of 450,000 ADSs representing 450,000 ________ additional shares to be sold by the Company and the Selling Shareholders Stockholders is herein called the "Optional ADSsShares". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSsShares". The It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement (the "International Underwriting Agreement") providing for the sale by the Company and the Selling Stockholders of up to a total of _______ shares of Stock represented (the "International Shares"), including the overallotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters"), for whom Gold▇▇▇ ▇▇▇hs International and Dain ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ acting as lead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the Firm ADSs are foregoing, one relating to the Shares hereunder and the other relating to the International Shares. The latter form of prospectus will be identical to the former except for certain substitute pages as included in the registration statement and amendments thereto as mentioned below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter called to the "Firm Shares" and Shares shall include all the shares of Stock represented by which may be sold pursuant to either this Agreement or the Optional ADSs are hereinafter called International Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both the "Optional Shares" U.S. and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreementinternational versions thereof.

per Share. UNDERWRITING AGREEMENT -------------------- oNovember 30, 2003 2006 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇As representative of the several Underwriter▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇na▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in n Schedule I hereto, c/o Goldman, Sachs & Co., Co. 85 Broad Stre▇▇Street, ▇▇▇ ▇or▇New York, ▇▇w New York 1▇▇▇▇. 10004 Ladies and Gentlemen: ▇▇▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇ ▇lc, a company incorporated ted under the laws of the Republic of Ireland Bermuda (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares7,000,000 shares and, at the election of the Underwriters, up to 1,950,000 additional shares of Class A Common Stock, par value (euro)0.06 $0.01 per Ordinary Share share ("Stock"), of the Company, Company and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 6,000,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 13,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is are herein called the "Firm ADSsShares" and the aggregate of 450,000 ADSs representing 450,000 1,950,000 additional shares to be sold by the Selling Shareholders is Company are herein called the "Optional ADSsShares". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 3 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are For the avoidance of doubt, it shall be understood and agreed by the parties hereto that any and all references in this Agreement to "subsidiaries" of the Company shall be issued pursuant deemed to include Lazard Group LLC, a deposit agreement Delaware limited liability company, and each other significant subsidiary of the Company as such term is defined in Rule 1-02(w) of Regulation S-X as promulgated by the Securities and Exchange Commission (the "Deposit AgreementCommission"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.

per Share. UNDERWRITING AGREEMENT -------------------- oMay ___, 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, 2004 ▇▇▇▇▇▇▇ ▇, Sachs & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers)Co., As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al representative of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇: ▇, ▇▇▇ ▇▇▇▇ ▇lc▇▇▇▇. Ladies and Gentlemen: ▇▇▇▇▇▇▇▇▇ & Co., Inc., a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "CompanyGREENHILL"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "UnderwritersUNDERWRITERS") an aggregate of 1,500,000 American Depositary Shares 5,000,000 shares (the "ADSsFIRM Shares") representing 1,500,000 Ordinary Sharesof Common Stock, par value (euro)0.06 $0.01 per Ordinary Share share ("StockSTOCK"), of Greenhill and, at the Companyelection of the Underwriters, and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 750,000 additional ADSs representing 450,000 shares (the "OPTIONAL SHARES") of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSsSHARES". The shares In connection with the offering contemplated by this Agreement, ▇▇▇▇▇▇▇▇▇ & Co. Holdings, LLC, a New York limited liability company ("HOLDINGS"), will merge with and into Greenhill, such that the separate existence of Stock represented by Holdings will cease and Greenhill will be the Firm ADSs are hereinafter called surviving corporation, on the terms and conditions provided in the reorganization agreement and plan of merger dated as of _____, 2004, among Greenhill, Holdings and the other signatories thereto (together with all exhibits and schedules thereto as of the date hereof, the "Firm Shares" and the shares REORGANIZATION AGREEMENT"), a complete copy of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement which is attached as Exhibit A hereto (the "Deposit AgreementMERGER"). Accordingly, dated in this Agreement, references to the "Company" as of May 20any time prior to the consummation of the Merger shall be deemed to be references to Holdings, 1998, among the Company, The Bank of New York, as depositary (and references to the "DepositaryCompany" as of any time after consummation of the Merger shall be deemed to be references to Greenhill. In addition, references herein to the "REORGANIZATION TRANSACTIONS" mean all transactions contemplated by the Reorganization Agreement, including, without limitation, the execution, delivery and performance by Greenhill and each of the Managing Directors (as defined below) of (1) a Non-Competition Agreement substantially in the form set forth in Exhibit I to the Reorganization Agreement in the case of Managing Directors who are U.S. Members (including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ in his personal capacity), and holders from time to time substantially in the form of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant Exhibit J to the Deposit Reorganization Agreement in the case of Managing Directors who are U.K. Partners, (2) a Transfer Rights Agreement substantially in the form set forth in Exhibit H to the Reorganization Agreement and (3) a Tax Indemnification Agreement substantially in the form set forth in Exhibit B to the Reorganization Agreement. Terms defined in the Reorganization Agreement that are used but not defined herein shall be used herein as defined therein.

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- _______, 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., 1999 ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc.Co., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇Inc. ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇, ▇▇▇ ▇▇▇▇▇▇ ▇lc▇▇▇▇ Ladies and Gentlemen: Key Capital Corporation, a company incorporated under the laws of the Republic of Ireland Maryland corporation (the "Key" or "Company"), proposesthe holding company for Key Bank and Trust, subject to the terms and conditions stated hereina Maryland chartered trust company ("Bank"), proposes to issue and sell to the underwriters named in Schedule I hereto ▇▇▇▇, ▇▇▇▇ & Co., Inc. (the "UnderwritersUnderwriter") an aggregate ), ____________ authorized but unissued shares of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Sharesits common stock, $1.00 par value per share (euro)0.06 per Ordinary Share (the "Common Stock"). The Company also grants to ▇▇▇▇, ▇▇▇▇ the option described in Section 2 to purchase all or any part of ______ additional shares of Common Stock to cover over-allotments. The aforesaid ___________ shares of Common Stock ("Initial Shares"), together with all or any part of the Company_____ additional shares of Common Stock subject to the option described in Section 2 ("Additional Shares"), are collectively herein called the "Shares." The Shares are more fully described in the Prospectus referred to below. The Underwriter proposes to resell the shares to the general public in a public offering ("Public Offering"). Prior to the date hereof, up to ____ shares of Common Stock were offered to the general public in a community offering ("Community Offering") pursuant to an agency agreement between the Company and the shareholders of the Company named in Schedule II hereto Underwriter dated ___, 1999 (the "Selling ShareholdersAgency Agreement") propose, subject ). The Shares proposed to be sold to the terms and conditions stated herein, to sell to Underwriter hereby represent Shares not sold in the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of StockCommunity Offering. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Community Offering and the Public Offering are collectively referred to herein as the "Offering." The initial public offering price for the Shares, the purchase price to be paid by the Underwriter for the Shares and the commission per Common Stock to be sold paid by the Company to the Underwriter shall be agreed upon by the Company and the Selling Shareholders is herein called Underwriter, and such agreement shall be set forth in a separate written instrument substantially in the "Firm ADSs" and the aggregate form of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to a deposit agreement Exhibit A hereto (the "Deposit Price Determination Agreement"), dated . The Price Determination --------- Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of May 20, 1998, among the Company, The Bank of New York--------- Shares will be governed by this Agreement, as depositary (supplemented by the "Depositary")Price Determination Agreement. From and after the date of the execution and delivery of the Price Determination Agreement, this Agreement shall be deemed to incorporate, and holders from time all references herein to time of "this Agreement" shall be deemed to include, the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Price Determination Agreement.

per Share. UNDERWRITING AGREEMENT -------------------- o(U.S. VERSION) __________________, 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇1999 Gold▇▇▇, ▇▇ch▇ & ▇o., Merr▇▇▇ ▇▇▇c▇, ▇▇er▇▇ ▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇mit▇ ▇▇▇▇▇al orporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., Co. 85 Broad StreB▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇: ▇, ▇▇▇ ▇▇▇▇ ▇lc▇▇▇▇ ▇▇dies and Gentlemen: Classic Communications, Inc., a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares _______ shares ("ADSsFirm Shares") representing 1,500,000 Ordinary Sharesof Class A common stock, par value (euro)0.06 $0.01 per Ordinary Share shares, ("Stock"), ) of the Company, Company and the shareholders stockholders of the Company named in Schedule II hereto (the "Selling ShareholdersStockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock andUnderwriters, at the election of the Underwriters, an aggregate of up to 450,000 __________ additional ADSs representing 450,000 shares ("Optional Shares") of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSsShares". The It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement (the "International Underwriting Agreement") providing for the sale by the Company and the Selling Stockholders of up to a total of _________ shares of Stock represented (the "International Shares"), including the overallotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters"), for whom Gold▇▇▇ ▇▇▇h▇ ▇▇▇ernational and Merr▇▇▇ ▇▇▇c▇ ▇▇▇ernational are acting as lead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the Firm ADSs are foregoing, one relating to the Shares hereunder and the other relating to the International Shares. The latter form of prospectus will be identical to the former except for certain substitute pages as included in the registration statement and amendments thereto as mentioned below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter called to the "Firm Shares" and Shares shall include all the shares of Stock represented by which may be sold pursuant to either this Agreement or the Optional ADSs are hereinafter called International Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both the "Optional Shares" U.S. and the Firm Shares and the Optional international versions thereof. The Shares are herein collectively called the "Shares". The ADSs are to be being issued pursuant to a deposit agreement and sold in connection with an Asset Purchase Agreement (the "Deposit Asset Purchase Agreement")) dated ____________, dated as of May 20, 1998, among the Company, The Bank of New York1999, as depositary amended, by and between Classic Cable, Inc., a Delaware corporation ("Classic Cable") and Star Cable Associates, a ____________ ("Star"). The Asset Purchase Agreement provides that, subject to certain conditions as described therein, Classic Cable will, directly or indirectly, acquire substantially all of the assets of Star (the "DepositaryAcquisition"), and holders from time to time ) for a purchase price of the American Depositary Receipts approximately $__________ million in cash (the "ADRsAsset Purchase Consideration") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement).

per Share. UNDERWRITING AGREEMENT -------------------- o(U.S. VERSION) ---------------------- December __, 2003 Goldman, Sachs & Co., William Blair & 1996 ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇▇▇ as Davy Stockbrokers)Securities, Salomon Brothers Inc, As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇ ▇▇▇▇▇: ▇▇▇▇ ▇lcServices, Inc., a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto 11,200,000 shares (the "Selling ShareholdersFirm Shares") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 1,680,000 additional shares to be sold by the Selling Shareholders is herein called (the "Optional ADSsShares". The ) of Class A Common Stock, par value $.01 per share ("Stock") of the Company (the Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 3 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein being collectively called the "Shares"). The ADSs Company was organized to hold and operate the merchant processing businesses of Bank of America National Trust and Savings Association, a national banking association (the "Bank"), and the Seafirst Bank Division of Bank of America NW, N.A. ("Seafirst"). The Bank and Seafirst are wholly-owned subsidiaries of BankAmerica Corporation, a Delaware corporation ("BankAmerica"). It is understood and agreed to be issued pursuant to a deposit by all parties that the Company is concurrently entering into an agreement (the "Deposit International Underwriting Agreement") providing for the sale by the Company of up to a total of 3,220,000 shares of Stock (the "International Shares"), dated as of May 20including the overallotment option thereunder, 1998, among through arrangements with certain underwriters outside the Company, The Bank of New York, as depositary United States (the "DepositaryInternational Underwriters"), for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇▇▇▇▇ Securities and holders from time Salomon Brothers International Limited are acting as lead managers. Anything herein or therein to time of the American Depositary Receipts contrary notwithstanding, the respective closings under this Agreement and the International Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "ADRsAgreement between Syndicates") issued which provides, among other things, for the transfer of shares of Stock between the two syndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the Depositary foregoing, one relating to the Shares hereunder and evidencing the ADSsother relating to the International Shares. Each ADS The latter form of prospectus will initially represent be identical to the right former except for certain substitute pages. Except as used in Sections 3, 4, 5, 10 and 12 herein, and except as the context may otherwise require, references hereinafter to receive one share the Shares shall include all the shares of Stock deposited which may be sold pursuant to either this Agreement or the Deposit International Underwriting Agreement, and references herein to the "U.S. Prospectus" whether in preliminary or final form, and whether as amended or supplemented, shall refer to the prospectus relating to the Shares hereunder and references herein to the "International Prospectus" whether in preliminary or final form, and whether as amended or supplemented, shall refer to the prospectus relating to the International Shares.

per Share. UNDERWRITING AGREEMENT -------------------- oAugust 3, 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇, ▇.L.C., ▇1999 GOLD▇▇▇, ▇▇▇▇▇▇▇ CHS & Co. Inc.CO., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I heretoCREDIT SUISSE FIRST BOSTON CORPORATION, c/o GoldmanGOLDMAN, Sachs SACH▇ & Co.▇O., 85 Broad StreB▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇: ▇, ▇▇▇ ▇▇▇▇ ▇lc▇▇▇▇ TO THE REPRESENTATIVES OF THE SEVERAL UNDERWRITERS NAMED IN THE RESPECTIVE PRICING AGREEMENTS HEREINAFTER DESCRIBED. Ladies and Gentlemen: From time to time Santa Fe S▇▇▇▇▇ ▇▇▇poration, a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "Company"), proposesproposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated hereinherein and therein, to issue and sell to the underwriters firms named in Schedule I hereto to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain shares of its common stock, par value $0.01 per share (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named specified in Schedule II hereto to such Pricing Agreement (with respect to such Pricing Agreement, the "Firm Shares"). If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at their election an additional number of shares, specified in such Pricing Agreement as provided in Section 3 hereof (the "Selling ShareholdersOptional Shares") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs"). The Firm ADSs Shares and the Optional ADSs that Shares, if any, which the Underwriters elect to purchase pursuant to Section 2 3 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Designated Shares". The ADSs are to terms and rights of any particular issuance of Designated Shares shall be issued pursuant to a deposit agreement (as specified in the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit AgreementPricing Agreement relating thereto.

per Share. UNDERWRITING AGREEMENT -------------------- o(INTERNATIONAL VERSION) , 2003 Goldman1997 ---------------------- Gold▇▇▇ ▇▇▇h▇ ▇▇▇ernational, Sachs Alex. Brow▇ & Co.▇ons Incorporated, William Blair & Wess▇▇▇, ▇▇▇▇an▇▇ & ▇end▇▇▇▇▇, ▇.L.C., Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇ompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sach▇ ▇▇▇ernational, Peterborough Court, 133 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇. ▇▇adies and Gentlemen: ▇▇▇▇ ▇lcCIENA Corporation, a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto 1,000,000 shares (the "Selling ShareholdersFirm Shares") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 150,000 additional shares to be sold by the Selling Shareholders is herein called (the "Optional ADSsShares". The ) of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm ADSs Shares and the Optional ADSs that Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein being collectively called the "Shares"). The ADSs are It is understood and agreed to be issued pursuant to by all parties that the Company is concurrently entering into an agreement, a deposit agreement copy of which is attached hereto (the "Deposit U.S. Underwriting Agreement"), dated as providing for the offering by the Company of May 20, 1998, among the Company, The Bank up to a total of New York, as depositary 4,600,000 shares of Stock (the "DepositaryU.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Gold▇▇▇, ▇▇chs & Co., Alex. Brow▇ & ▇ons Incorporated, Wess▇▇▇, ▇▇▇▇▇▇ & ▇end▇▇▇▇▇, ▇.L.C. and holders from time Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇ompany are acting as representatives. Anything herein and therein to time of the American Depositary Receipts contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "ADRsAgreement between Syndicates") issued which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Depositary Lead Managers hereunder with Gold▇▇▇, ▇▇ch▇ & ▇o. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and evidencing the ADSs. Each ADS will initially represent the right to receive one share sale of shares of Stock deposited contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the Deposit U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- __________________ , 2003 Goldman1998 ADVEST, Sachs & Co., William Blair & INC. ▇.▇. ▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (tCO. ▇▇▇▇▇▇ as Davy Stockbrokers), As representat& ▇▇▇▇▇▇ INCORPORATED As Representatives (the "Representatives") of the Several Underwriters Named in Schedule I hereto ---------- c/o Advest, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇: ▇ ▇▇▇▇▇ ▇lcDear Sirs and Mesdames: American Safety Insurance Group, Ltd., a company incorporated under the laws of the Republic of Ireland Bermuda corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters several Underwriters named in Schedule I hereto (the "Underwriters") an ---------- aggregate of 1,500,000 American Depositary Shares 2,700,000 shares (the "ADSsFirm Shares") representing 1,500,000 Ordinary Sharesof the Company's common shares, par value (euro)0.06 $0.01 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto share (the "Selling ShareholdersCommon Shares") propose). In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election and subject to the terms and conditions stated herein, to sell purchase ratably in proportion to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock andamounts set forth opposite their respective names in Schedule I hereto, at the election of the Underwriters, an aggregate of up to 450,000 405,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by Common Shares ---------- from the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 (such additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Common Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called , the "Optional Shares" and the "). The Firm Shares and the Optional Shares are herein referred to collectively called as the "Shares." As part of the offering of the 2,700,000 Firm Shares contemplated by this Agreement, Advest, Inc. (". The ADSs are Advest") has agreed to be issued pursuant reserve, out of the Firm Shares set forth opposite its name on Schedule I hereto, up to a deposit agreement 135,000 Shares for sale ---------- to the Company's employees, officers and directors (collectively, the "Participants"), as set forth in the Prospectus in the section entitled "Underwriting" (the "Deposit AgreementDirected Share Program"), dated as of May 20, 1998, among . The Shares to be sold by Advest pursuant to the Company, The Bank of New York, as depositary Directed Share Program (the "DepositaryDirected Shares"), and holders from time ) will be sold by Advest pursuant to time this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the American Depositary Receipts (first business day after the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS date on which this Agreement is executed will initially represent the right to receive one share of Stock deposited pursuant be offered to the Deposit Agreement.public by Advest as set forth in the Prospectus. The Company, intending to be legally bound, hereby confirms its agreement with the Underwriters as follows:

per Share. UNDERWRITING AGREEMENT -------------------- o(U.S. VERSION) _________________, 2003 Goldman, Sachs & Co., William Blair & 1997 Gold▇▇▇▇an▇, ▇.L.C.▇ch▇ & ▇o., Alex. Brow▇ & ▇ons Incorporated, Wess▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇end▇▇▇▇▇▇ as Davy Stockbrokers), ▇.L.C., As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad StreB▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇: ▇, ▇▇▇ ▇▇▇▇ ▇lc▇▇▇▇. ▇adies and Gentlemen: CIENA Corporation, a company incorporated under the laws of the Republic of Ireland Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares800,000 shares and, at the election of the Underwriters, up to 120,000 additional shares of Common Stock, par value (euro)0.06 $.01 per Ordinary Share share ("Stock"), ) of the Company, Company and the shareholders stockholders of the Company named in Schedule II hereto (the "Selling ShareholdersStockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 7,200,000 shares of Stock and, at the election of to the Underwriters, an aggregate of up to 450,000 1,080,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 8,000,000 shares of Stock to be sold by the Company and the Selling Shareholders Stockholders is herein called the "Firm ADSsShares" and the aggregate of 450,000 ADSs representing 450,000 1,200,000 additional shares to be sold by the Company and the Selling Shareholders Stockholders is herein called the "Optional ADSsShares". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs It is understood and agreed to by all parties that the Company and the Selling Stockholders are to be issued pursuant to a deposit concurrently entering into an agreement (the "Deposit International Underwriting Agreement"), dated as of May 20, 1998, among ) providing for the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued sale by the Depositary Company and evidencing the ADSs. Each ADS will initially represent the right Selling Stockholders of up to receive one share of Stock deposited pursuant to the Deposit Agreement.a

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- _________, 2003 Goldman2006 EMPIRE FINANCIAL GROUP, Sachs & Co.INC. As Representative of the Several Underwriters Named in Schedule I Hereto c/o Empire Financial Group, William Blair & ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇Inc. ▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇: ▇▇▇▇ ▇lcLadies and Gentlemen: ZBB Energy Corporation, a company incorporated under the laws of the Republic of Ireland Wisconsin corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters several Underwriters named in Schedule I hereto (the "Underwriters") ), for whom Empire Financial Group, Inc. is serving as representative (the "Representative"), an aggregate of 1,500,000 American Depositary Shares {__________} shares (the "ADSsFirm Shares") representing 1,500,000 Ordinary Sharesof the Company's common stock, par value $.01 per share (euro)0.06 per Ordinary Share (the "Common Stock"), of . If the Company, and Representative is the shareholders of the Company only firm named in Schedule II hereto (I hereto, then the terms "Selling ShareholdersUnderwriters" and ") proposeRepresentative," as used herein, shall each be deemed to refer to such firm. In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election and subject to the terms and conditions stated herein, to sell purchase ratably in proportion to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 amounts set forth opposite their respective names in Schedule I hereto, up to {________} additional shares of Common Stock and, at from the election of the Underwriters, an aggregate of up to 450,000 Company (such additional ADSs representing 450,000 shares of Common Stock, the "Option Shares"). The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Option Shares are herein referred to collectively called as the "Shares". ." The ADSs are Company and the Underwriters, intending to be issued pursuant to a deposit legally bound, hereby confirm their agreement (the "Deposit Agreement"), dated as of May 20, 1998, among the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.follows:

per Share. UNDERWRITING AGREEMENT -------------------- o---------------------- June 23, 2003 2004 Goldman, Sachs & Co., William Blair & As representative of the several Underwriters ▇▇▇▇an▇, ▇.L.C., ▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Inc., J&E Davy (t▇▇▇▇▇▇ as Davy Stockbrokers), As representat▇▇▇▇ d ▇▇ ▇▇▇ ▇▇▇▇▇al Underwriters named in Schedule hedule I hereto, c/o Goldman, Sachs & Co., Co. 85 Broad Stre▇▇Street New York, ▇▇▇ ▇or▇, ▇▇w New York 110004 Ladies and Gentlemen: ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: , ▇▇▇., ▇ ▇lc, a company incorporated under the laws of the Republic of Ireland ▇ryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,500,000 American Depositary Shares 17,600,000 shares (the "ADSsFirm Shares") representing 1,500,000 Ordinary and, at the election of the Underwriters, up to 2,640,000 additional shares (the "Optional Shares") of Common Stock, par value (euro)0.06 $0.01 per Ordinary Share share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares to be sold by the Selling Shareholders is herein called the "Optional ADSs". The Firm ADSs Shares and the Optional ADSs Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "ADSs". The shares Shares." At the Time of Stock represented by Delivery (as hereinafter defined), the Firm ADSs are hereinafter called the "Firm Shares" Company and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares". The ADSs are to be issued pursuant to Strategic Hotel Funding, L.L.C., a deposit agreement Delaware limited liability company (the "Deposit AgreementOperating Company"), dated will complete a series of transactions described in the Prospectus (as hereinafter defined) under the captions "Prospectus Summary-Summary of May 20the Formation and Structuring Transactions", 1998"Prospectus Summary-Benefits of the Formation and Structuring Transactions" and "Formation and Structuring Transactions" (such transactions, among the "Formation Transactions"). As part of the Formation Transactions, (i) the Company will contribute the net proceeds from the public offering of the Shares to the Operating Company in exchange for units of interest in the Operating Company ("OC Units") and (ii) the Operating Company will issue OC Units to the Company, The Bank of New York, as depositary (the "Depositary"), and holders from time to time of the American Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the Deposit Agreement.