Common use of Purchase of the Notes by the Underwriters Clause in Contracts

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price equal to 96.85% of the principal amount thereof, plus accrued interest, if any, from May 20, 2003 (the "Purchase Price"), the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters propose to offer the Notes to the public as set forth in the Prospectus. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of the Additional Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. If any Additional Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased as the aggregate principal amount of Firm Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Notes.

Purchase of the Notes by the Underwriters. Subject On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions and upon the basis of the representations and warranties herein set forthof, this Agreement, the Company agrees to issue and sell the Firm Notes to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price equal to 96.85of 97.5% of the principal amount thereof, the principal amount of Firm Notes set forth opposite that Underwriter’s name in Schedule 1 hereto plus accrued interest, if any, any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. Each Underwriter shall be obligated to purchase from May 20, 2003 (the "Purchase Price")Company, the principal amount of the Firm Notes that represents the same proportion of the principal amount of the Firm Notes to be sold by the Company as the principal amount of the Firm Notes set forth opposite the name of such Underwriter's name Underwriter in Schedule I hereto. The Underwriters propose 1 plus any additional principal amount of Notes which such Underwriter may become obligated to offer the Notes purchase pursuant to the public as set forth in the Prospectus. On the basis provisions of Section 9 hereof represents of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of the Additional Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Firm Notes to be purchased by all of the Underwriters and pursuant to this Agreement. The respective purchase obligations of the date on which such Underwriters with respect to the Firm Notes shall be rounded among the Underwriters to avoid fractional Notes, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an aggregate principal amount of $52,500,000 Additional Notes are to be purchasedat a purchase price of 97.5% of the principal amount thereof. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely options are exercisable only for the purpose of covering over-allotments overallotments made in connection with the offering and distribution of the Firm NotesNotes and as set forth in Section 4 hereof. If any Additional Notes are to be purchased, each Each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes (subject to such adjustments to eliminate fractional Notes as the Representatives may determine) that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased sold on such Delivery Date as the aggregate principal amount of Firm Notes set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Notes. The Company shall not be obligated to deliver any Firm Notes or Additional Notes to be delivered on the applicable Delivery Date, except upon payment for all such Notes to be purchased on such Delivery Date as provided herein.

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the (a) The Company agrees to issue and sell the Firm Notes to the Underwritersseveral Underwriters as provided in this Agreement, and each Underwriter, on the basis of the Underwriters representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, at a price equal to 96.85% Company the respective principal amounts of the principal amount thereof, plus accrued interest, if any, from May 20, 2003 (the "Purchase Price"), the principal amount of the Firm Notes set forth opposite such Underwriter's ’s name in Schedule I hereto1 hereto at a price equal to 96.50% of the principal amount thereof (the “Purchase Price”). The Underwriters propose In addition, the Company agrees to offer issue and sell the Option Notes to the public several Underwriters as set forth in the Prospectus. On the basis of the representations and warranties contained provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right the option to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of from the Additional Company the Option Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect Price less an amount per share equal to exercise such option, the Representatives shall so notify any dividends or distributions declared by the Company in writing not later than 30 days after and payable on the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Firm Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than payable on the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Option Notes. If any Additional Option Notes are to be purchased, the principal amount of Option Notes to be purchased by each Underwriter agrees, severally and not jointly, shall be the principal amount of Option Notes which bears the same ratio to purchase the aggregate principal amount of Additional Option Notes that bears being purchased as the same proportion to the total aggregate principal amount of Additional Firm Notes set forth opposite the name of such Underwriter in Schedule 1 hereto (or such principal amount increased as set forth in Section 10 hereof) bears to be purchased as the aggregate principal amount of Firm Notes being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Notes as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Notes at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth in Schedule I hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm NotesOption Notes as to which the option is being exercised and the date and time when the Option Notes are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the 10th full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Notes by the Underwriters. Subject On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions and upon the basis of the representations and warranties herein set forthof, this Agreement, the Company agrees to issue and sell the Firm Notes to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price equal to 96.85of 97.50% of the principal amount thereof, the principal amount of Firm Notes set forth opposite that Underwriter’s name in Schedule 1 hereto plus accrued interest, if any, any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. Each Underwriter shall be obligated to purchase from May 20, 2003 (the "Purchase Price")Company, the principal amount of the Firm Notes that represents the same proportion of the principal amount of the Firm Notes to be sold by the Company as the principal amount of the Firm Notes set forth opposite the name of such Underwriter's name Underwriter in Schedule I hereto. The Underwriters propose 1 plus any additional principal amount of Notes which such Underwriter may become obligated to offer the Notes purchase pursuant to the public as set forth in the Prospectus. On the basis provisions of Section 9 hereof represents of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of the Additional Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Firm Notes to be purchased by all of the Underwriters and pursuant to this Agreement. The respective purchase obligations of the date on which such Underwriters with respect to the Firm Notes shall be rounded among the Underwriters to avoid fractional Notes, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an aggregate principal amount of $45,000,000 Additional Notes are to be purchasedat a purchase price of 97.50% of the principal amount thereof. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely options are exercisable only for the purpose of covering over-allotments overallotments made in connection with the offering and distribution of the Firm NotesNotes and as set forth in Section 4 hereof. If any Additional Notes are to be purchased, each Each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes (subject to such adjustments to eliminate fractional Notes as the Representatives may determine) that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased sold on such Delivery Date as the aggregate principal amount of Firm Notes set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Notes. The Company shall not be obligated to deliver any Firm Notes or Additional Notes to be delivered on the applicable Delivery Date, except upon payment for all such Notes to be purchased on such Delivery Date as provided herein.

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell $100,000,000 principal amount of the Firm Notes to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Companyprincipal amount of the Firm Notes set opposite that Underwriter's name in Schedule 1 hereto. In addition, at a the Company grants to the Underwriters an option to purchase up to $15,000,000 principal amount of Option Notes. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Notes and is exercisable as provided in Section 4 hereof. Option Notes shall be purchased severally for the account of the Underwriters in proportion to the principal amount of Firm Notes set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Notes shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Notes other than in multiples of $1,000. The price of both the Firm Notes and any Option Notes shall be equal to 96.85_____% of the principal amount thereof, plus accrued interest, if any, from May 20___________, 2003 (1996 to the "Purchase Price"), the principal amount applicable Delivery Date. The Company shall not be obligated to deliver any of the Notes set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters propose to offer be delivered on the Notes to First Delivery Date or the public Second Delivery Date (as set forth in hereinafter defined), as the Prospectus. On case may be, except upon payment for all the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of the Additional Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Delivery Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. If any Additional Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased as the aggregate principal amount of Firm Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Notesherein.

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price equal to 96.85% of the principal amount thereof, plus accrued interest, if any, from May 20, 2003 (the "Purchase Price"), the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters propose to offer the Notes to the public as set forth in the Prospectus. On the basis of the representations and warranties contained in this Agreementin, and subject to its the terms and conditionsconditions of, this Agreement, the Company Operating Partnership agrees to sell to the Underwriters the Additional Notesseveral Underwriters, and each of the Underwriters shall have a one-time right to purchaseUnderwriters, severally and not jointly, up agrees to purchase from the Operating Partnership, the respective principal amount of Notes set forth opposite that Underwriter's name in Schedule I hereto at the purchase price set forth in Schedule II hereto plus accrued interest, if any, from the date specified in Schedule II hereto to the date of payment and delivery. The obligation of the Underwriters to purchase and pay for the Notes may be satisfied by CSFB by delivering to the Operating Partnership in exchange for the Notes (x) $18,750,000 75,000,000 aggregate principal amount of the Additional Operating Partnership's 6.375% Putable/Callable Medium-Term Notes at due January 15, 2013, Putable/Callable January 15, 2003 (the Purchase Price. If the Representatives, on behalf "Exchange Notes") (or such lesser amount of the Underwriters, elect Exchange Notes as CSFB actually holds or as is equal to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering purchase price of the Firm Notes. If any Additional Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased as the aggregate principal amount of Firm Notes set forth in Schedule I hereto opposite II), in accordance with arrangements established between the name of such Underwriter bears Operating Partnership and the Underwriters, and (y) a cash payment in accordance with Section 4 equal to the total aggregate principal amount excess, if any, of Firm the purchase price of the Notes as set forth in Schedule II hereto over $82,752,414. The Exchange Notes will be delivered on the Closing Date through the facilities of The Depository Trust Company to Bank One, National Association, as Trustee, for the account of the Operating Partnership. Delivery of the Exchange Notes will be deemed to have occurred when the Operating Partnership receives notice from the Trustee that the Trustee's (or its nominee's) account with The Depository Trust Company has been credited with the Exchange Notes. Each Underwriter has authorized CSFB (for such Underwriter's account) to make payment of the purchase price for the Notes as set forth in Schedule II in accordance with the procedures set forth in this paragraph.

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, (a) the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price equal to 96.85% of the principal amount thereofper Note, plus accrued interest, if any, from May 20June 3, 2003 (2009 to the "Purchase Price")applicable Closing Date, the principal amount of the Notes set forth opposite such Underwriter's ’s name in Schedule I hereto, PROVIDED, HOWEVER, that the total principal amount of Notes to be purchased by all Underwriters shall be the total principal amount of Notes set forth in Schedule I and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in clause 2(a) of this Section 2, that portion of the number of Optional Notes as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional Notes) determined by multiplying such number of Optional Notes by a fraction, the numerator of which is the maximum number of Optional Notes which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Notes that all the Underwriters are entitled to purchase hereunder (subject to adjustment by you to avoid fractions). The Company hereby grants to the Underwriters the right to purchase at their election up to $30,000,000 principal amount of Optional Notes, at the purchase price set forth in clause 2(a) of this Section 2, for the sole purpose of covering sales of Notes in excess of the number of Firm Notes. Any such election to purchase Optional Notes may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Notes to be purchased and the date at which such Optional Notes are to be delivered, as determined by you but in no event earlier than the First Closing Date or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. The Underwriters may exercise the right to purchase Optional Notes one or more times until 2:00 P.M., New York City time, on the business day prior to the First Closing Date. Following the First Closing Date, the Underwriters shall have a one-time right to purchase any Optional Notes remaining after any purchase of Optional Notes on the First Closing Date. The Company shall not be obligated to deliver any of the Notes, except upon payment for all the Notes to be purchased on such Closing Date as provided herein. Upon authorization by the Representatives of the release of the Notes, the Underwriters propose to offer the Notes to the public as set forth in the Prospectus. On the basis of the representations The Company acknowledges and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to that the Underwriters may offer and sell the Additional Notes, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of the Additional Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Notes to be or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by the Underwriters and the date on which such Additional Notes are it to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. If or through any Additional Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased as the aggregate principal amount of Firm Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm NotesUnderwriter.

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, the (a) The Company agrees to issue and sell the Firm Notes to the Underwritersseveral Underwriters as provided in this Agreement, and each Underwriter, on the basis of the Underwriters representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, at a price equal to 96.85% Company the respective principal amounts of the principal amount thereof, plus accrued interest, if any, from May 20, 2003 (the "Purchase Price"), the principal amount of the Firm Notes set forth opposite such Underwriter's ’s name in Schedule I hereto1 hereto at a price equal to 95.5% of the principal amount thereof (the “Purchase Price”). The Underwriters propose In addition, the Company agrees to offer issue and sell the Option Notes to the public several Underwriters as set forth in the Prospectus. On the basis of the representations and warranties contained provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right the option to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of from the Additional Company the Option Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect Price less an amount per share equal to exercise such option, the Representatives shall so notify any dividends or distributions declared by the Company in writing not later than 30 days after and payable on the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Firm Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than payable on the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Option Notes. If any Additional Option Notes are to be purchased, the principal amount of Option Notes to be purchased by each Underwriter agrees, severally and not jointly, shall be the principal amount of Option Notes which bears the same ratio to purchase the aggregate principal amount of Additional Option Notes that bears being purchased as the same proportion to the total aggregate principal amount of Additional Firm Notes set forth opposite the name of such Underwriter in Schedule 1 hereto (or such principal amount increased as set forth in Section 10 hereof) bears to be purchased as the aggregate principal amount of Firm Notes being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Notes as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Notes at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth in Schedule I hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm NotesOption Notes as to which the option is being exercised and the date and time when the Option Notes are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the 10th full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Notes by the Underwriters. Subject to the terms and conditions and upon On the basis of the representations and warranties herein set forthcontained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell $100,000,000 principal amount of the Firm Notes to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Companyprincipal amount of the Firm Notes set opposite that Underwriter's name in Schedule 1 hereto. In addition, at a the Company grants to the Underwriters an option to purchase up to $15,000,000 principal amount of Option Notes. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Notes and is exercisable as provided in Section 4 hereof. Option Notes shall be purchased severally for the account of the Underwriters in proportion to the principal amount of Firm Notes set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Notes shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Notes other than in multiples of $1,000. The price of both the Firm Notes and any Option Notes shall be equal to 96.8597.25% of the principal amount thereof, plus accrued interest, if any, from May 20February 28, 2003 (1996 to the "Purchase Price"), the principal amount applicable Delivery Date. The Company shall not be obligated to deliver any of the Notes set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters propose to offer be delivered on the Notes to First Delivery Date or the public Second Delivery Date (as set forth in hereinafter defined), as the Prospectus. On case may be, except upon payment for all the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to $18,750,000 aggregate principal amount of the Additional Notes at the Purchase Price. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the aggregate principal amount of Additional Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Delivery Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. If any Additional Notes are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Additional Notes that bears the same proportion to the total aggregate principal amount of Additional Notes to be purchased as the aggregate principal amount of Firm Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Notesherein.