Common use of per Share Clause in Contracts

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __, 1996 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") 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 3,300,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). 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 (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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) -------------------- ------------ October __, 1996 ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ International& Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International LimitedIncorporated, Bear, Bear ▇▇▇▇▇▇▇ International Limited& Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Goldman, ▇▇▇▇▇ International Limited& Co., Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") 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 3,300,000 13,200,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 1,980,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the sale by the Selling Stockholders of up to a total of 15,180,000 3,795,000 shares of Stock (the "U.S. International Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Co. International and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., International Limited are acting as representativeslead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International 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 Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. 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. 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the U.S. 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 U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __o, 1996 2003 Goldman, Sachs & Co., William Blair & ▇▇▇▇an▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited.L.C., Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇Co. Inc., J&E Davy (t▇▇▇▇▇▇ Securities Corporationas Davy Stockbrokers), As representat▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several al Underwriters named in Schedule I hereto, c/o Goldman Goldman, Sachs & Co., 85 Broad Stre▇▇, ▇▇▇ ▇or▇, ▇▇w York 1▇▇▇▇. ▇▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇: ▇▇▇▇ ▇▇▇▇ ▇▇▇lc, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders 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 StockholdersShareholders") 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 3,300,000 1,500,000 ADSs representing 1,500,000 shares (the "Firm Shares") of Stock and, at the election of the Underwriters, an aggregate of up to 495,000 450,000 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 SharesADSs") of Common Stock, par value $.01 per share ("Stock"), of the Company (the . The Firm Shares ADSs and the Optional Shares which 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"). It is understood and agreed The ADSs are to by all parties that the Selling Stockholders are concurrently entering into an agreement, be issued pursuant to a copy of which is attached hereto deposit agreement (the "U.S. Underwriting Deposit Agreement"), providing for dated as of May 20, 1998, among the sale by the Selling Stockholders Company, The Bank of up to a total of 15,180,000 shares of Stock New York, as depositary (the "U.S. SharesDepositary"), including and holders from time to time of the over-allotment option thereunder, through arrangements with certain underwriters in the United States American Depositary Receipts (the "U.S. UnderwritersADRs"), for whom ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ) issued by the Depositary and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., are acting as representativesevidencing the ADSs. Anything herein or therein Each ADS will initially represent the right to receive one share of Stock deposited pursuant 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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Deposit Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both the U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) -------------------- October ----------------------- July __, 1996 1998 Gold▇▇▇, ▇▇ch▇ & ▇▇ o., Dain ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Goldman, Sach▇ & ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇o. 85 B▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇. Dear Sirsies and Gentlemen: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Visual Networks, Inc., a Delaware corporation (the "Company"), proposeproposes, 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 3,300,000 ________ shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 ________ additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), ) of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of ________ shares and, at the election of the Underwriters, up to ________ additional shares of Stock. The aggregate of ________ shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of ________ additional shares to be sold by the Company and the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the sale by the Company and the Selling Stockholders of up to a total of 15,180,000 _______ shares of Stock (the "U.S. International Shares"), including the over-allotment overallotment option thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom Gold▇▇▇ ▇▇▇hs International and Dain ▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., are acting as representativeslead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International 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 Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. 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. International Shares. The latter form of prospectus will be identical to the former except for certain substitute pagespages 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the U.S. 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 U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) -------------------- October _________________, 1996 1997 Gold▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇ch▇ & Co. International Limited▇o., BearAlex. Brow▇ & ▇ons Incorporated, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇Wess▇▇▇, ▇▇▇▇▇▇ & ▇end▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc..L.C., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International LimitedGoldman, Peterborough CourtSachs & Co., ▇▇▇ ▇85 B▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs▇adies and Gentlemen: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc.CIENA Corporation, a Delaware corporation (the "Company"), proposeproposes, 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 3,300,000 800,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 120,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), ) of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 7,200,000 shares and, at the election to the Underwriters, up to 1,080,000 additional shares of Stock. The aggregate of 8,000,000 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 1,200,000 additional shares to be sold by the Company and the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the sale by the Company and the Selling Stockholders of up to a total of 15,180,000 shares of Stock (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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereof.a

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) -------------------- October __________________, 1996 1999 Gold▇▇▇, ▇▇ch▇ & ▇o., Merr▇▇▇ ▇▇▇c▇▇ International, ▇▇▇▇er▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇mit▇ ▇▇▇▇▇▇ Inc., orporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International LimitedGoldman, Peterborough Court, ▇▇▇ ▇Sachs & Co. 85 B▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇. Dear Sirsdies and Gentlemen: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Classic Communications, Inc., a Delaware corporation (the "Company"), proposeproposes, 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 3,300,000 _______ shares (the "Firm Shares") andof Class A common stock, par value $0.01 per shares, ("Stock") of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to 495,000 __________ additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the . The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the sale by the Company and the Selling Stockholders of up to a total of 15,180,000 _________ shares of Stock (the "U.S. International Shares"), including the over-allotment overallotment option thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇Gold▇▇▇ ▇▇▇h▇ ▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ernational and ▇▇Merr▇▇▇ ▇▇▇c▇ ▇▇▇ Inc., ▇ernational are acting as representativeslead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International 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 Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. 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. International Shares. The latter form of prospectus will be identical to the former except for certain substitute pagespages 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the U.S. 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 U.S. and the international versions thereof. The Shares are being issued and sold in connection with an Asset Purchase Agreement (the "Asset Purchase Agreement") dated ____________, 1999, as 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 "Acquisition") for a purchase price of approximately $__________ million in cash (the "Asset Purchase Consideration").

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __November 30, 1996 2006 Goldman, Sachs & Co., As representative of the several Underwriter▇ na▇▇▇ ▇n Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: ▇▇▇▇▇▇ ▇▇▇, ▇ ▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives ted under the laws of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc., a Delaware corporation Bermuda (the "Company"), proposeproposes, 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 3,300,000 7,000,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 1,950,000 additional shares (the "Optional Shares") of Class A Common Stock, par value $.01 0.01 per 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 6,000,000 shares of Stock. The aggregate of 13,000,000 shares to be sold by the Company and the Selling Shareholders are herein called the "Firm Shares" and the aggregate of 1,950,000 additional shares to be sold by the Company are herein called the "Optional Shares". The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 3 hereof are herein collectively called the "Shares"). It is For the avoidance of doubt, it shall be understood and agreed by the parties hereto that any and all references in this Agreement to by all parties that "subsidiaries" of the Selling Stockholders are concurrently entering into an agreementCompany shall be deemed to include Lazard Group LLC, a copy Delaware limited liability company, and each other significant subsidiary of which the Company as such term is attached hereto defined in Rule 1-02(w) of Regulation S-X as promulgated by the Securities and Exchange Commission (the "U.S. Underwriting AgreementCommission"), providing for the sale by the Selling Stockholders of up to a total of 15,180,000 shares of Stock (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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October May ___, 1996 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇2004 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Sachs & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.Co., As representatives representative of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇. Ladies and Gentlemen: ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International ▇▇ & Co., Inc., a Delaware corporation (the "CompanyGREENHILL"), proposeproposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "UnderwritersUNDERWRITERS") an aggregate of 3,300,000 5,000,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 additional shares (the "Optional FIRM Shares") of Common Stock, par value $.01 0.01 per share ("StockSTOCK"), of Greenhill and, at the Company election of the Underwriters, and subject to the terms and conditions stated herein, to issue and sell to the Underwriters up to 750,000 additional shares (the "OPTIONAL SHARES") of Stock. The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "SharesSHARES"). It is understood and agreed to In connection with the offering contemplated by all parties that the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting this Agreement"), providing for the sale by the Selling Stockholders of up to a total of 15,180,000 shares of Stock (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. IncorporatedHoldings, BearLLC, ▇a New York limited liability company ("HOLDINGS"), will merge with and into Greenhill, such that the separate existence of Holdings will cease and Greenhill will be the 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 "REORGANIZATION AGREEMENT"), a complete copy of which is attached as Exhibit A hereto (the "MERGER"). Accordingly, in this Agreement, references to the "Company" as of any time prior to the consummation of the Merger shall be deemed to be references to Holdings, and references to the "Company" 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 ▇▇▇▇▇▇ & Co. Inc., ▇. ▇▇▇▇▇▇▇▇▇▇ in his personal capacity), ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., are acting as representatives. Anything herein or therein substantially in the form of Exhibit J to the contrary notwithstandingReorganization Agreement in the case of Managing Directors who are U.K. Partners, (2) a Transfer Rights Agreement substantially in the respective closings under this form set forth in Exhibit H to the Reorganization Agreement and (3) a Tax Indemnification Agreement substantially in the U.S. Underwriting form set forth in Exhibit B to the Reorganization Agreement. Terms defined in the Reorganization Agreement that 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 Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to used but not defined herein shall 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 herein as used in Sections 2, 3, 4, 9 and 11 herein, and except as context may otherwise require, references hereinafter to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereofdefined therein.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October ---------------------- _____________, 1996 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇2004 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.Co., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International LimitedGoldman, Peterborough Court, ▇Sachs & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Strategic Hotel Capital, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc., a Delaware Maryland corporation (the "Company"), proposeproposes, 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 3,300,000 [______] shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 [_____] additional shares (the "Optional Shares") of Common Stockcommon stock, par value $.01 0.01 per share ("Stock"), of the Company (the Company. The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares." At the Time of Delivery (as hereinafter defined), the Company and Strategic Hotel Funding, L.L.C., a Delaware limited liability company (the "Operating Company"), will complete a series of transactions described in the Prospectus (as hereinafter defined) under the captions "Prospectus Summary-Summary of the Formation and Structuring Transactions", "Prospectus Summary-Benefits of the Formation and Structuring Transactions" and "Formation and Structuring Transactions" (such transactions, the "Formation Transactions"). It is understood and agreed As part of the Formation Transactions, (i) the Company will contribute the net proceeds from the public offering of the Shares to by all parties that the Selling Stockholders are concurrently entering into an agreement, a copy Operating Company in exchange for units 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 (the "U.S. Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters interest in the United States Operating Company ("OC Units") and (ii) the "U.S. Underwriters"), for whom ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., are acting as representatives. Anything herein or therein Operating Company will issue OC Units 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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereofCompany.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October ---------------------- __________________ , 1996 1998 ADVEST, INC. ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, CO. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities CorporationINCORPORATED As Representatives (the "Representatives") of the Several Underwriters Named in Schedule I hereto ---------- c/o Advest, ▇▇▇Inc. ▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. ▇, ▇▇ ▇▇▇▇▇ Dear SirsSirs and Mesdames: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc.American Safety Insurance Group, Ltd., a Delaware Bermuda corporation (the "Company"), proposeproposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an ---------- aggregate of 3,300,000 2,700,000 shares (the "Firm Shares") andof the Company's common shares, par value $0.01 per share (the "Common Shares"). In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election of and subject to the Underwritersterms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, up to 495,000 405,000 additional shares Common Shares ---------- from the Company (such additional Common Shares, the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the . The Firm Shares and the Optional Shares which the Underwriters elect are referred to purchase pursuant to Section 2 hereof are herein collectively called as the "Shares." As part of the offering of the 2,700,000 Firm Shares contemplated by this Agreement, Advest, Inc. ("Advest") has agreed to reserve, out of the Firm Shares set forth opposite its name on Schedule I hereto, up to 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 "Directed Share Program"). It is understood and agreed The Shares to be sold by all parties that Advest pursuant to the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto Directed Share Program (the "U.S. Underwriting AgreementDirected Shares"), providing ) will be sold by Advest pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for the sale purchase by any Participants by the Selling Stockholders end of up the first business day after the date on which this Agreement is executed will be offered to a total of 15,180,000 shares of Stock (the "U.S. Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters public by Advest as set forth 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 anotherProspectus. 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 providesCompany, among other thingsintending to be legally bound, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder hereby confirms its agreement 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereof.follows:

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __, 1996 ▇▇▇▇1997 ---------------------- Gold▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇h▇ ▇▇▇▇▇▇ernational, Alex. Brow▇ & Co. International Limited▇ons Incorporated, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇Wess▇▇▇, ▇▇▇▇▇▇ & ▇end▇▇▇▇▇, ▇.L.C., Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Securities Corporation, & ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.ompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sach▇ ▇▇▇▇▇ International Limitedernational, Peterborough Court, ▇▇▇ 133 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs▇adies and Gentlemen: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc.CIENA Corporation, a Delaware corporation (the "Company"), proposeproposes, 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 3,300,000 1,000,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 150,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein being collectively called the "Shares"). It is understood and agreed to by all parties that the Selling Stockholders are Company is concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the sale offering by the Selling Stockholders Company of up to a total of 15,180,000 4,600,000 shares of Stock (the "U.S. Shares"), ) including the over-allotment option thereunder, thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom ▇▇▇▇Gold▇▇▇, ▇▇▇▇chs & Co., Alex. Brow▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ons Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇Wess▇▇▇, ▇▇▇▇▇▇ & ▇end▇▇▇▇▇, ▇.L.C. and Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Securities Corporation and & ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ompany are acting as representatives. Anything herein or and 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 Lead Managers hereunder with ▇▇▇▇Gold▇▇▇, ▇▇▇▇ch▇ & Co. ▇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 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 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 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 (INTERNATIONAL U.S. VERSION) -------------------- October ---------------------- December __, 1996 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇▇▇▇ Securities, Salomon Brothers Inc, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, ▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇ ▇▇▇▇▇▇▇▇ Services, Inc., a Delaware corporation (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 11,200,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 1,680,000 additional shares (the "Optional Shares") of Class A Common Stock, par value $.01 per share ("Stock") of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the "Shares"). The 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 by all parties that the Company is concurrently entering into an agreement (the "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"), including the overallotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters"), for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ and Salomon Brothers International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") 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 3,300,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). 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 (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., Limited are acting as representativeslead managers. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting International Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International 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 Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. 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. 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 5, 10 and 11 12 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the U.S. International Underwriting Agreement, and references herein to any prospectus the "U.S. Prospectus" whether in preliminary or final form, and whether as amended or supplemented, shall include both refer to the U.S. prospectus relating to the Shares hereunder and references herein to the international versions thereof"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 (INTERNATIONAL VERSION) -------------------- October ---------------------- _______, 1996 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇1999 ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities CorporationCo., ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") 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 3,300,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares"). 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 (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.Ladies and Gentlemen: Key Capital Corporation, are acting as representatives. Anything herein a Maryland corporation ("Key" or therein to the contrary notwithstanding"Company"), the respective closings under this Agreement holding company for Key Bank and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder Trust, a Maryland chartered trust company ("Bank"), proposes to issue 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 Lead Managers hereunder with ▇▇▇sell to ▇▇▇▇, ▇▇▇▇ & Co., Inc. (the "Underwriter"), ____________ authorized but unissued shares of its common stock, $1.00 par value per share (the "Common Stock"). The Company also grants to ▇▇▇▇, ▇▇▇▇ & Co. prior the option described in Section 2 to exercising the rights 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 Underwriters under _____ additional shares of Common Stock subject to the option described in Section 7 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 Underwriter dated ___, 1999 (the "Agency Agreement"). Two forms of prospectus are The Shares proposed to be used sold to the Underwriter hereby represent Shares not sold in connection with the Community Offering. The Community Offering and the Public Offering are collectively referred to herein as the "Offering." The initial public offering and sale of shares of Stock contemplated price for the Shares, the purchase price to be paid by the foregoing, one relating Underwriter for the Shares and the commission per Common Stock to be paid by the Company to the Shares hereunder Underwriter shall be agreed upon by the Company and the other relating to Underwriter, and such agreement shall be set forth in a separate written instrument substantially in the U.S. Sharesform of Exhibit A hereto (the "Price Determination Agreement"). The latter Price Determination --------- Agreement may take the form of prospectus 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 the --------- Shares will be identical governed by this Agreement, as supplemented by the Price Determination Agreement. From and after the date of the execution and delivery of the Price Determination Agreement, this Agreement shall be deemed to the former except for certain substitute pages. Except as used in Sections 2, 3, 4, 9 and 11 hereinincorporate, and except as context may otherwise require, references hereinafter to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form"this Agreement" shall be deemed to include, and whether as amended or supplemented, shall include both the U.S. and the international versions thereofPrice Determination Agreement.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October ---------------------- _________, 1996 2006 EMPIRE FINANCIAL GROUP, INC. As Representative of the Several Underwriters Named in Schedule I Hereto c/o Empire Financial Group, Inc. ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇. Dear SirsLadies and Gentlemen: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc.ZBB Energy Corporation, a Delaware Wisconsin corporation (the "Company"), proposeproposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") ), for whom Empire Financial Group, Inc. is serving as representative (the "Representative"), an aggregate of 3,300,000 {__________} shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 additional shares (the "Optional Shares") of Common StockCompany's common stock, par value $.01 per share (the "Common Stock"). If the Representative is the only firm named in Schedule I hereto, then the terms "Underwriters" and "Representative," 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, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, up to {________} additional shares of Common Stock from the Company (such additional shares of Common Stock, the "Option Shares"). The Firm Shares and the Optional Option Shares which the Underwriters elect are referred to purchase pursuant to Section 2 hereof are herein collectively called as the "Shares"). 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 (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 ." The Company 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 providesUnderwriters, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are intending to be used in connection with the offering and sale of shares of Stock contemplated by the foregoinglegally bound, 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 hereby confirm their agreement as used in Sections 2, 3, 4, 9 and 11 herein, and except as context may otherwise require, references hereinafter to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereof.follows:

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __---------------------- June 23, 1996 2004 Goldman, Sachs & Co., As representative of the several Underwriters ▇▇▇▇d ▇▇ ▇▇hedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman ▇▇▇▇▇ International Limited, Peterborough Court, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇., ▇ ▇▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc., a Delaware ryland corporation (the "Company"), proposeproposes, 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 3,300,000 17,600,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 495,000 2,640,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 0.01 per share ("Stock"), of the Company (the Company. The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares." At the Time of Delivery (as hereinafter defined), the Company and Strategic Hotel Funding, L.L.C., a Delaware limited liability company (the "Operating Company"), will complete a series of transactions described in the Prospectus (as hereinafter defined) under the captions "Prospectus Summary-Summary of the Formation and Structuring Transactions", "Prospectus Summary-Benefits of the Formation and Structuring Transactions" and "Formation and Structuring Transactions" (such transactions, the "Formation Transactions"). It is understood and agreed As part of the Formation Transactions, (i) the Company will contribute the net proceeds from the public offering of the Shares to by all parties that the Selling Stockholders are concurrently entering into an agreement, a copy Operating Company in exchange for units 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 (the "U.S. Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters interest in the United States Operating Company ("OC Units") and (ii) the "U.S. Underwriters"), for whom ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., are acting as representatives. Anything herein or therein Operating Company will issue OC Units 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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereofCompany.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __August 3, 1996 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, Bear, ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇1999 GOLD▇▇▇, ▇▇▇▇▇▇ CHS & ▇▇▇▇▇▇▇▇ Securities CorporationCO., ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., As representatives of the several Underwriters named in Schedule I heretoCREDIT SUISSE FIRST BOSTON CORPORATION, c/o Goldman GOLDMAN, SACH▇ & ▇▇▇▇▇ International LimitedO., Peterborough Court, ▇▇▇ ▇85 B▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇ 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▇▇▇▇▇ ▇▇▇. Dear Sirs: Certain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc.poration, a Delaware corporation (the "Company"), proposeproposes 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 "UnderwritersShares") an aggregate of 3,300,000 shares ), specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Firm Shares") and). If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at the their election an additional number of the Underwritersshares, up to 495,000 additional shares specified in such Pricing Agreement as provided in Section 3 hereof (the "Optional Shares") of Common Stock, par value $.01 per share ("Stock"), of the Company (the . The Firm Shares and the Optional Shares Shares, if any, which the Underwriters elect to purchase pursuant to Section 2 3 hereof are herein collectively called the "Designated Shares"). It is understood The terms and agreed to by all parties that the Selling Stockholders are concurrently entering into an agreement, a copy rights of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the sale by the Selling Stockholders any particular issuance of up to a total of 15,180,000 shares of Stock (the "U.S. Shares"), including the over-allotment option thereunder, through arrangements with certain underwriters Designated Shares shall be as specified 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 Pricing 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 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 to the Shares shall include all the shares of Stock which may be sold pursuant to either this Agreement or the 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 U.S. and the international versions thereofthereto.