Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof, the respective principal amounts of Firm Securities set forth opposite the names of the Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC at 10:30 A.M. (New York City time), on June 20, 2001, such time being herein referred to as the "First Closing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a payment for the Optional Securities, being herein referred to as the "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from each of the Company, at a purchase price of 46.853% $ per ADS (the “Purchase Price”), that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the principal amount thereof, Representatives may determine) that bears the respective principal amounts same proportion to the total number of Firm Securities to be sold by the Company as the number of Firm Securities set forth opposite the names of the Purchasers in Schedule A heretohereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company will deliver such number of Firm Securities as set forth in Schedule B to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives drawn to the order of the Company at 10:30 A.M. (A.M., New York City time), on June 20, 20012013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Dateoffering. In addition, upon written notice from CSFBC the Representatives given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm SecuritiesADS. The Company agrees and the Selling Shareholder agree to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. Any such election to purchase Optional Securities shall be made in proportion to the maximum number of Optional Securities to be sold by the Company and the Selling Shareholder as set forth in Schedule B attached hereto. The certificates for Company and the Securities evidencing Selling Shareholder will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC the Representatives drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$____ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of the Company at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York City time), on June 20August __, 20012000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of Cravath, Swaine & Xxxxx. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ [______] per share, the respective principal amounts that number of Firm Securities set forth opposite the names name of the Purchasers such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC CSFB and Citigroup Global Markets Inc. ("CITIGROUP") drawn to the order of AlgoRx Pharmaceuticals, Inc. at 10:30 A.M. (the office of Ropes & Gray LLP, 45 Rockefeller Plaza, New York City York, NY 10111, at 10:00 A.M., New Xxxk time), on June 20xx [______], 20010000, xx xx xxxx xxxxx xxme not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB and Citigroup request and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Ropes & XxXxxx Gray LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In additionxxxxtion, upon written notice from CSFBC CSFB and Citigroup given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC CSFB and Citigroup to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC CSFB and Citigroup to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers CSFB and Citigroup but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB and Citigroup drawn to the order of AlgoRx Pharmaceuticals, Inc. at the above office of Ropes & Gray LLP. The certificates for the Optional Securities being purchased xx each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests CSFB and Citigroup request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Ropes & XxXxxx Gray LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to the PurchasersUnderwriters, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Stockholder, at a purchase price of 46.853% $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying the principal amount thereof, the respective principal amounts number of Firm Securities set forth opposite the names name of the Purchasers such Selling Stockholder in Schedule A heretohereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company Custodian will deliver the Firm Securities to the Representative for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of [________] at 10:30 A.M. (the office of , at 10:00 A.M., New York City time), on June 20, 2001or at such other time not later than seven full business days thereafter as CSFBC determines, such time being herein referred to as the "First Closing DateFIRST CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day above office at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and the Selling Stockholders from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers Selling Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional SecuritiesSecurities to be Sold" and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from the Company each Selling Stockholder for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanySelling Stockholders. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two ten full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Custodian will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representative for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of , at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$[•] per share, the respective principal amounts number of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. As part of the offering contemplated by this Agreement, the Underwriters agree to reserve the Brookside Securities for offer and sale to Brookside upon the terms and subject to the conditions set forth in this Agreement and the Brookside Securities shall be purchased from the Company at a purchase price of $[•] per share. Any Brookside Securities that are not confirmed for purchase in writing by Brookside by the end of the second business day following the date hereof (or such other time as agreed to by the Underwriters and Brookside) shall be purchased by the Underwriters from the Company pursuant to and in accordance with the first sentence of this section 3 and offered to the public by the Underwriters in accordance with this Agreement. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:30 A.M. (the New York, New York City offices of Cravath, Swaine & Mxxxx LLP, at [•] A.M. New York time), on June 20[•], 20012007, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx Mxxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC the Representative given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC the Representative to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representative to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representative but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representative for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:00 A.M. (the New York, New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC offices of a permanent global security in definitive form without coupons representing all of the Cravath, Swaine & Mxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the New York, New York offices of Cravath, Swaine & Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$________ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company, at 10:30 A.M. (the office of ________________________, at 10:00 A.M., New York City time), on June 20_________________, 2001or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day such location as CSFBC shall reasonably request at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of ___________________. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at such location as CSFBC shall reasonably request at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and each of the Purchasers agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 46.85397.5% of the principal amount thereof, the respective principal amounts of Firm Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities in the form of one or more permanent global securities Securities in definitive form (the "“Firm Global Securities"”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Firm Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC CSFB drawn to the order of the Company at 10:30 the office of Shearman & Sterling LLP, 12th Floor, Gloucester Tower, The Landmark, 10 Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx at 9:00 A.M. (New York City time), on June 20July 7, 20012003, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "“First Closing Date"”, against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Offered Firm Securities. The Firm Global Securities will be made available for checking at the offices above office of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC CSFB given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser's ’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by CSFBC CSFB to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC CSFB to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "“Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC CSFB on behalf of the several Purchasers but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Company will deliver against payment of the Securities evidencing purchase price the Optional Securities being purchased on each Optional Closing Date will be in such denominations the form of one or more permanent global Securities in definitive form (each, an “Optional Global Security”) deposited with the Trustee as custodian for DTC and registered in such names the name of Cede & Co., as CSFBC requests and will be made available nominee for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing DateDTC. Payment for the such Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC CSFB drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date the office of Shearman & Sterling LLP, 12th Floor, Gloucester Tower, The Landmark, 10 Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx, against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, Purchasers and each of the Purchasers agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 46.85397% of the principal amount thereof, plus accrued interest from February 15, 2002 to the First Closing Date (as hereinafter defined), the respective principal amounts of the Firm Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities to CSFBC for the accounts of the Purchasers in the form of one or more permanent global securities in definitive form (the "Global SecuritiesFIRM GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Firm Securities shall be made by the Purchasers in federal Federal (same day) funds by by, at the Company's option, official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of the Company at 10:30 the office of Xxxxxx Godward LLP, San Diego, at 10:00 A.M. (New York City time), on June 20February 15, 20012002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing DateFIRST CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Offered Firm Securities. The Firm Global Securities will be made available for checking at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the a purchase price per of 97% of the principal amount of Offered Securities (including any accreted value accrued interest thereon to the related Optional Closing Date (as Date, defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of the Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "Optional Closing OPTIONAL CLOSING Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall not be earlier than two nor later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Company will deliver against payment of the Securities evidencing purchase price the Optional Securities being purchased on each Optional Closing Date will be in such denominations the form of one or more permanent global securities in definitive form (the "OPTIONAL GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in such names the name of Cede & Co., as CSFBC requests and will be made available nominee for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing DateDTC. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by, at the option of the Company, official check or checks or by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date the office of Xxxxxx Godward LLP, San Diego, against delivery to the Trustee as custodian Custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Global Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company at 10:30 A.M. (the office of Coolxx Xxxward LLP, San Diego, California, at 10:00 A.M., New York City time), on June 20February ___, 20012000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Coolxx Xxxward LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of Coolxx Xxxward LLP. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Coolxx Xxxward LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriter, and each of the Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$25.10 per share, the respective principal amounts of Firm Securities set forth opposite the names of the Purchasers in Schedule A heretoSecurities. The Company will deliver the Firm Securities, with transfer taxes thereon duly paid, to the Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by of the Company for at Wachovia Bank in Baltimore, Maryland, in connection with the closing of such purpose transactions, at a bank reasonably acceptable to CSFBC the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, Philadelphia, Pennsylvania, at 10:30 A.M. (11:00 A.M., New York City time), on June 20September 28, 20012004, or at such other time not later than seven full business days thereafter as the Underwriter and the Company determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian offering. As used herein, “business day” means a day on which the NYSE is open for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., trading and on which banks in New York City time, on the are open for business day prior and are not permitted by law or executive order to the Closing Datebe closed. In addition, upon written notice from CSFBC the Underwriter given to the Company from time to time (but on not more than 13 two separate occasions) not more than 30 days subsequent to the date of this Agreementthe Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day), the Purchasers Underwriter may purchase all or less than all of the Optional Securities at the per share purchase price per principal amount of Offered Securities (including any accreted value accumulated dividends thereon to the related Optional Closing Date (as defined below)hereinafter defined) to be paid for the Firm Securities. The Underwriter shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. The Company agrees to sell to the Purchasers Underwriter the principal amount number of shares of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser the Underwriter and may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the same proportion as sale of the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Underwriter to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Underwriter but shall be not be later than seven full business days, nor prior to two five (5) full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased purchased, with transfer taxes thereon duly paid, to the Underwriter in book entry form through the facilities of the DTC on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by account of the Purchasers Underwriter against payment of the purchase price in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, in connection with the closing of the transactions, at 10:00 A.M. (New York time) on such the above office. Prior to each Optional Closing Date against delivery to Date, the Trustee as custodian Company will also deliver the form of fully registered global certificate that will be deposited with DTC for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Datethat the Underwriter has agreed to purchase hereunder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriter, and each of the Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$32.76 per share, the respective principal amounts of Firm Securities set forth opposite the names of the Purchasers in Schedule A heretoSecurities. The Company will deliver the Firm Securities, with transfer taxes thereon duly paid, to the Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by of the Company for at Wachovia Bank in Baltimore, Maryland, in connection with the closing of such purpose transactions, at a bank reasonably acceptable to CSFBC the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, Philadelphia, Pennsylvania, at 10:30 A.M. (11:00 A.M., New York City time), on June 20September 28, 20012005, or at such other time not later than seven full business days thereafter as the Underwriter and the Company determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian offering. As used herein, “business day” means a day on which the NYSE is open for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., trading and on which banks in New York City time, on the are open for business day prior and are not permitted by law or executive order to the Closing Datebe closed. In addition, upon written notice from CSFBC the Underwriter given to the Company from time to time (but on not more than 13 two separate occasions) not more than 30 days subsequent to the date of this Agreementthe Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day), the Purchasers Underwriter may purchase all or less than all of the Optional Securities at the per share purchase price per principal amount of Offered Securities (including any accreted value accumulated dividends thereon to the related Optional Closing Date (as defined below)hereinafter defined) to be paid for the Firm Securities; provided that the purchase price for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Underwriter shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. The Company agrees to sell to the Purchasers Underwriter the principal amount number of shares of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser the Underwriter and may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the same proportion as sale of the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Underwriter to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Underwriter but shall be not be later than seven full business days, nor prior to two five (5) full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased purchased, with transfer taxes thereon duly paid, to the Underwriter in book entry form through the facilities of the DTC on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by account of the Purchasers Underwriter against payment of the purchase price in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, in connection with the closing of the transactions, at 10:00 A.M. (New York time) on such the above office. Prior to each Optional Closing Date against delivery to Date, the Trustee as custodian Company will also deliver the form of fully registered global certificate that will be deposited with DTC for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Datethat the Underwriter has agreed to purchase hereunder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company Selling Stockholder will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Selling Stockholder at 10:30 A.M. (the office of Dewey Ballantine LLP, New York, New York, at 10:00 A.M., New York City time), on June 20xx , 2001xx xx xxxh other time not later than seven full business days thereafter as CSFBC and the Selling Stockholder determines, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Dewey Ballantine LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In additionXx xddition, upon written notice from CSFBC given to the Company and the Selling Stockholder from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase from the Selling Stockholder all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company Selling Stockholder agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanySelling Stockholder. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Selling Stockholder, at 10:00 A.M. (the above office of Dewey Ballantine LLP, New York time) York, New York. The certificates for the Optxxxxx Xxxxxxxxxx being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date against delivery to and will be made available for checking and packaging at the Trustee as custodian for DTC above office of Dewey Ballantine LLP at a permanent global security reasonable time in definitive form without coupons representing all advance of the Optional Securities being purchased on such Optional Closing DateXxxxxxx Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$25.5825 per share, the respective principal amounts that number of Firm Securities set forth opposite the names name of the Purchasers such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:30 A.M. (the office of Cxxxxx Godward Kronish LLP, 3000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx at 10:00 A.M., New York City time), on June 20February 6, 20012008, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as Credit Suisse requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Cxxxxx Godward Kronish LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC Credit Suisse given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC Credit Suisse to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by CSFBC Credit Suisse to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Credit Suisse but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Cooley Godward Kronish LLP, 3000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC Credit Suisse requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Cxxxxx Godward Kronish LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% US$[●] per ADS (the “Purchase Price”), that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the principal amount thereof, Representatives may determine) that bears the respective principal amounts same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth opposite the names of the Purchasers in Schedule A heretohereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives drawn to the order of the Company at 10:30 A.M. ([10 A.M.], New York City time), on June 20[October 2], 20012018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Dateoffering. In addition, upon written notice from CSFBC the Representatives given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm SecuritiesADS. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later earlier than seven full business days, nor prior to two full business days except in the case of the First Closing Date, and not later than five full business days after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC the Representatives drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder agree, severally and not jointly, to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price of 46.853% $15.6166 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying 2,750,000 Firm Securities in the case of the principal amount thereof, Company and the respective principal amounts number of Firm Securities set forth opposite the names name of the Purchasers Selling Stockholder in Schedule A hereto, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated at a bank acceptable to CSFBC as directed by the Company for such purpose in the case of 2,750,000 shares of Firm Securities and as directed by the Selling Stockholder in the case of 4,750,000 shares of Firm Securities, at a bank reasonably acceptable to CSFBC the office of Mellon Investor Services, L.L.C. (the "TRANSFER AGENT"), at 10:30 A.M. (7:00 A.M., New York City time), on June 20July 5, 2001, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the '34 Act, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC offering. The certificates representing, or other appropriate evidence of the Global issuance of, the Firm Securities representing all of the Offered Securities. The Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking inspection at the offices office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Transfer Agent at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and the Selling Stockholder from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount of first 1,000,000 Optional Securities Securities, or any portion thereof, specified in any such notice notice, and the Purchasers agree, severally and not jointly, Selling Stockholder agrees to purchase such sell to the Underwriters the next 125,000 Optional Securities, or any portion thereof, specified in any such notice. Such Optional Securities shall be purchased from the Company and/or the Selling Stockholder, as the case may be, for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanyCompany and the Selling Stockholder. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates Company and/or the Selling Stockholder, as the case may be, will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the Securities evidencing accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC as directed by the Company or the Selling Stockholder, as the case may be, at the office of the Transfer Agent. The certificates representing, or other appropriate evidence of the issuance of, the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging inspection at the offices office of Milbank, Tweed, Xxxxxx & XxXxxx LLP the Transfer Agent at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On The Company has issued the Firm Securities to CSFB Zurich pursuant to the terms of the Subscription Agreement for subsequent transfer to the Underwriters, and the Underwriters agree, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the CompanyCompany and accept delivery from CSFB Zurich for placement or sale, at a purchase price of 46.853% of the principal amount thereof$____ per share ("OFFER PRICE"), the respective principal amounts numbers of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver against payment Payment of an amount ("PURCHASE PRICE"), equal to (i) the total number of Firm Securities purchased by the Underwriters multiplied by the Offer Price less (ii) the U.S. dollar equivalent of CHF 0.20 multiplied by the number of Firm Securities (based on the midpoint of the purchase price bid and asked conversion rates of Swiss francs to U.S. dollars as displayed on Reuters page FXFX at 11:00 A.M., London time, on the Offered Securities business day immediately following the date of this Agreement), which amount has been previously paid by CSFB Zurich pursuant to the Subscription Agreement, in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably and acceptable to CSFBC the Representatives will be made at 10:30 A.M. (the office of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, against delivery of the Firm Shares by CSFB Zurich to Credit Suisse First Boston Corporation's account with The Depository Trust Company at 9:00 A.M., New York City time), on June 20__________, 20012002, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Dateoffering. In addition, upon written notice from CSFBC Credit Suisse First Boston Corporation (after consultation with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase a price per principal amount of Offered Securities (including any accreted value thereon Security equal to the related Optional Closing Date (as defined below)) to be paid for the Firm SecuritiesOffer Price. The Company agrees to sell issue to CSFB Zurich pursuant to the Purchasers terms of the principal amount Subscription Agreement, for subsequent transfer to the Underwriters, the number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC Credit Suisse First Boston Corporation to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be issued, sold or delivered unless the Firm Securities previously have been, or simultaneously are, issued, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time (but in no event more than twice) and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC Credit Suisse First Boston Corporation to the Company. Each time for the delivery of a by CSFB Zurich of, and payment for by the Underwriters for, the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers Credit Suisse First Boston Corporation but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in to CSFB Zurich prior to such denominations Optional Closing Date pursuant to the terms of the Subscription Agreement, for subsequent transfer to the several Underwriters. Payment of an amount ("OPTION PURCHASE PRICE"), equal to (i) the total number of Optional Securities purchased by the Underwriters multiplied by the Offer Price less (ii) the U.S. dollar equivalent of CHF 0.20 multiplied by the number of Optional Securities being purchased (based on the midpoint of the bid and registered in such names asked conversion rates of Swiss francs to U.S. dollars as CSFBC requests and will be made available for checking and packaging displayed on Reuters page FXFX at 11:00 A.M., London time, on the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of business day next preceding such Optional Closing Date. Payment for ) which amount shall have been paid by CSFB Zurich pursuant to the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers Subscription Agreement, in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank designated by the Company and acceptable to CSFBC drawn to the order Representatives will be made at the above office of the Company at 10:00 A.M. (New York time) on such Optional Closing Date Shearman & Sterling against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased by CSFB Zurich to Credit Suisse First Boston Corporation's account with The Depository Trust Company. Credit Suisse First Boston Corporation hereby undertakes, on such Optional behalf of its affiliate CSFB Zurich, to deliver on each Closing DateDate to the Underwriters in accordance with this Agreement any Securities delivered by the Company to CSFB Zurich pursuant to the terms of this Agreement and the Subscription Agreement.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives drawn to the order of the Company at 10:30 A.M. (the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000, at [ ] A.M., New York City time), on June 20[ ], 20012006, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Firm Securities so to be delivered will be made available for checking at in uncertificated form and in such denominations and registered in such names as the offices Representatives request and shall be delivered through the facilities of MilbankThe Depository Trust Company (“DTC”), Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on unless the business day prior to the Closing DateRepresentatives shall otherwise instruct. In addition, upon written notice from CSFBC the Representatives given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC the Representatives drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC office of a permanent global security in definitive form without coupons representing all of the Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000. The Optional Securities being purchased on each Optional Closing Date will be in uncertificated form and in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing DateDate and shall be delivered through the facilities of DTC, unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price per share of 46.853% Firm Securities of the principal amount thereof, $9.55 (comprised of $10.00 per share less and underwriting discount of $0.45 per share) the respective principal stated amounts of Firm Offered Securities set forth opposite the names of the Purchasers Underwriters in Schedule A I hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Firm Securities shall be made by the Purchasers Underwriters in federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Company and the Underwriters drawn to the order of the Company at 10:30 :00 A.M. (New York City time)Eastern Time, on June 20, 20012006, or at such other time not later than five full business days thereafter as the Underwriters and the Company determine, such time being herein referred to as the "First Closing Date", against delivery to the Trustee as custodian for DTC Underwriters of the Global Securities representing all of the Offered Firm Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Date. In addition, upon written notice from CSFBC the Underwriters given to the Company from time to time not more than 13 30 days subsequent to the such date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per principal amount of Offered Securities (including any accreted value share plus accrued dividends thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. In addition to the purchase price for the Optional Securities, the Underwriters shall pay the Company for accrued dividends on the Optional Securities purchased by them, plus all accrued dividends from the Closing Date through the day immediately preceding the Additional Closing Date. The first dividend payment date on both the Firm Securities and the Optional Securities will be at least 45 days from the Closing Date. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in Underwriter pro rata to the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A I hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Additional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers Representatives, but shall be not be later than seven full business days, nor prior to two ten full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Company will deliver against payment of the Securities evidencing purchase price the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Additional Closing Date. Payment for the such Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC selected by the Company drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date Company, against delivery to the Trustee as custodian for DTC Underwriter of a permanent global security in definitive form without coupons certificates representing all of the Optional Securities being purchased on such Optional Additional Closing Date. Certificates for the Firm Securities and for any Optional Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 P.M., Eastern Time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you in Baltimore, Maryland or such other location designated by Xxxxxx, Xxxxx Xxxxx, as Representative, for inspection and packaging not later than 9:30 A.M., Eastern Time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. In addition, an advisory fee of 0.75% of the aggregate liquidation amount of the Firm Securities shall be paid by the Company to Xxxxxx, Xxxxx Xxxxx, Incorporated at the Closing, and an advisory fee of 0.75% of the aggregate liquidation amount of the Optional Securities being purchased at each Additional Closing Date shall be paid by the Company to Xxxxxx, Xxxxx Xxxxx, Incorporated.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company at 10:30 A.M. (the office of Latham & Watkins, at 9:00 A.M., New York City time), on June 20, 2001or at such othxx xxxe nxx xxxxr than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests in writing no later than one full business day prior to the First Closing Date and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Latham & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Watkins at least 24 hours prior to the First Closing Date. In additionXx xddixxxx, upon xpon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing OPTIONAL CLOSING Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) the above office of Latham & Watkins. The certificates for the Optional Securities being purxxxxxx on xxxx Xptional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date against delivery to and will be made available for checking and packaging at the Trustee as custodian for DTC above office of Latham & Watkins at a permanent global security reasonable time in definitive form without coupons representing all advance of the Optional Securities being purchased on such Optional Closing DateClosinx Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to the PurchasersUnderwriters, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Stockholder, at a purchase price of 46.853% of the principal amount thereof$101.04 per share, the respective principal amounts number of Firm Securities set forth below the name of such Selling Stockholder and opposite the names name of the Purchasers such Underwriter in Schedule A hereto. The Company Selling Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose accounts at a bank reasonably acceptable to CSFBC Credit Suisse First Boston LLC ("CSFB") drawn to the order of New Mountain, the Trust and MidOcean, respectively, at 10:30 A.M. (the office of Willkie Farr & Gallagher LLP, at 8:30 A.M., New York City time), on June 20Marxx 00, 20010000, or xx xxxx other time not later than seven full business days thereafter as CSFB and the Selling Stockholders determine, such time being herein referred to as the "First Closing Date", against delivery ." The certificates for the Firm Securities so to be delivered will be duly indorsed or accompanied by duly executed blank stock powers so as to validly transfer title to the Trustee as custodian Representatives for DTC the account of the Global Securities representing all of the Offered SecuritiesUnderwriters. The Global Securities Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFB requests and such reissued securities will be made available by the Company for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Willkie Farr & XxXxxx Gallagher LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the Closing DateFirst Xxxxxxx Xxxe. In addition, upon written notice from CSFBC CSFB given to the Company Company, the Selling Stockholders, other than the Trust, and the Individual Selling Stockholders from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to Selling Stockholders, other than the Purchasers the principal amount of Optional Securities specified in such notice Trust, and the Purchasers Individual Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities set forth below such Selling Stockholder's and Individual Selling Stockholder's name in Schedule A hereto, as the case may be. In the event that less than all of the Optional Securities are to be purchased, the Underwriters shall purchase such the Optional SecuritiesSecurities in the following order: first from the Individual Selling Stockholders pro rata until all of their Optional Securities have been purchased and second from New Mountain and MidOcean pro rata up to the total amount of Optional Securities being purchased. Such Optional Securities shall be purchased from the Company each Selling Stockholder and Individual Selling Stockholder for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC CSFB to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC CSFB to the Company, the Selling Stockholders, other than the Trust, and the Individual Selling Stockholders. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers CSFB but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Selling Stockholders, other than the Securities evidencing Trust, will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC CSFB drawn to the order of the Company Selling Stockholder, other than the Trust, in respect of the Optional Securities sold by each of them at 10:00 A.M. (New York time) the above office of Willkie Farr & Gallagher LLP. The Individual Selling Stockholders xxxx xxxxxxr txx Xxxxxxal Securities being purchased on such each Optional Closing Date against delivery to the Trustee Representatives for the accounts of the several Underwriters, against payment to the Company, as custodian for DTC each of a permanent global security the Individual Selling Stockholders, of the purchase price in definitive form without coupons representing all Federal (same day) funds by official bank check or checks or wire transfer to accounts at banks acceptable to CSFB drawn to the order of the Individual Selling Stockholder or the Company, as applicable, in respect of the Optional Securities being purchased sold by them at the above office of Willkie Farr & Gallagher LLP. The certificates for the Optional Sxxxxxxxxx xxing xxxxxxxxd on each Optional Closing Date will be duly indorsed or accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing DateDate and such reissued securities will be made available by the Company for checking and packaging at the above office of Willkie Farr & Gallagher LLP at a reasonable time in advance of sxxx Xxxxxxxx Clxxxxx Xxxe.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company at 10:30 A.M. (the office of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, X.C., 650 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000, xx [ ] A.M., New York City time), on June 20[ ], 20012000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of MilbankWilson, TweedSonsini, Xxxxxx Goodxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m.Xosaxx, New York City time, on the business day X.C. at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and the Selling Stockholder from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers Selling Stockholder agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is 650,000 in the case of the Company and 100,000 in the case of the Selling Stockholder and the denominator of which is the total number of Optional SecuritiesSecurities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from the Company and the Selling Stockholder for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanyCompany and the Selling Stockholder. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholder hereunder have been placed in custody, for delivery under this Agreement, under a Custody Agreement made with , as custodian ("CUSTODIAN"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of the Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Company and the Securities evidencing Custodian will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representative for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company or the Selling Stockholder at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, X.C. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, X.C. a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company at 10:30 A.M. (the office of Hale xxx Dorr XXX, 60 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xx A.M., New York City time), on June 20, 2001or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each 7 8 Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of Hale xxx Dorr XXX. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersPurchaser, and each of the Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Company, at a purchase price of 46.85397.75% of the issue price of U.S.$499.60 per $1,000 principal amount at maturity thereof, the respective U.S. $600,000,000 aggregate principal amounts of Firm Securities set forth opposite the names amount at maturity of the Purchasers in Schedule A heretoFirm Securities. The Company will deliver against payment of the purchase price the Offered Firm Securities in the form of one or more permanent global securities Securities in definitive form (the "Global SecuritiesFIRM GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Firm Securities shall be made by the Purchasers Purchaser in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Purchaser drawn to the order of the Company at 10:30 the office of Xxxxxxx & Xxxxx L.L.P., Houston, Texas at 9:00 A.M. (New York City Houston time), on June 2023, 20012000, or at such other time not later than seven full business days thereafter as the Purchaser and the Company determine, such time being herein referred to as the "First Closing DateFIRST CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Offered Firm Securities. The Firm Global Securities will be made available for checking at the offices above office of MilbankXxxxxxx & Xxxxx L.L.P.,Houston, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Texas at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC the Purchaser given to the Company from time to time not more than 13 30 days subsequent to the date of this AgreementFirst Closing Date, the Purchasers Purchaser may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value accrued original issue discount thereon to the related Optional Closing Date (as defined below)Date) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Purchaser the principal amount number of Optional Securities specified in such notice notice, and the Purchasers agree, severally and not jointly, Purchaser agrees to purchase such Optional Securities. Such Optional Securities shall may be purchased from by the Company Purchaser only for the account purpose of each Purchaser covering over-allotments made in connection with the same proportion as the principal amount sale of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Purchaser to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers Purchaser but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Company will deliver against payment of the Securities evidencing purchase price the Optional Securities being purchased on each Optional Closing Date will be in such denominations the form of one or more permanent global Securities in definitive form (each, an "OPTIONAL GLOBAL SECURITY") deposited with the Trustee as custodian for DTC and registered in such names the name of Cede & Co., as CSFBC requests and will be made available nominee for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing DateDTC. Payment for the such Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC the Purchaser drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date the office of Xxxxxxx & Xxxxx L.L.P.,Houston, Texas, against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Stockholder, at a purchase price of 46.853% $[ ] per share, that number of Firm Securities (rounded up or down, as determined by CSFBC in its discretion, in order to avoid fractions) obtained by multiplying the principal amount thereof, the respective principal amounts number of Firm Securities set forth opposite the names name of the Purchasers such Selling Stockholder in Schedule A hereto, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company Selling Stockholders will deliver or shall cause to be delivered security entitlements with respect to the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of each of the Selling Stockholders at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10 a.m., New York City time), on June 20[ ], 20012002, or at such other time not later than seven full business days thereafter as CSFBC and the Selling Stockholders determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in the form of one or more global securities, in such denominations and registered in such names as CSFBC requests and will be made available for checking at the offices office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC (after consultation with Xxxxxxx Xxxxx) given to the Company Selling Stockholders from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees Each Optional Selling Stockholder agrees, severally and not jointly, to sell to the Purchasers Underwriters the principal amount respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the name of such Optional Selling Stockholder in Schedule A hereto under the caption "Number of Optional Securities to be Sold" and the Purchasers agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from the Company each Optional Selling Stockholder for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than twice and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanyOptional Selling Stockholders. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later earlier than seven full business days, nor prior to two full business days except in the case of the First Closing Date, and not later than five full business days after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Optional Selling Stockholders will deliver or shall cause to be delivered a security entitlement with respect to the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of each of the Company Optional Selling Stockholders at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of Cravath, Swaine & Xxxxx. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in the form of one or more global securities, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking at the office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$7.32375 per share, the respective principal amounts number of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A heretoto this Agreement. The Company will deliver the Firm Securities to or as instructed by the Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Underwriters drawn to the order of the Company at 10:30 A.M. the Chicago office of Winston & Xxxxxx LLP (“Winston”), at 11:00 A.M., New York City time), on June 20November 15, 20012013, or at such other time not later than seven (7) full business days thereafter as the Underwriters and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing DateOffering. In addition, upon written notice from CSFBC the Underwriters given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in on Schedule A hereto to this Agreement bears to the total number of Firm Securities (subject to adjustment by CSFBC the Underwriters to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Underwriters to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Underwriters but shall be not be later than seven full business days, nor prior to two three full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Underwriters for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to the Underwriters against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account designated by the Company at a bank acceptable to CSFBC the Underwriters drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC above office of a permanent global security Winston. Delivery of Offered Securities will be in definitive book-entry form without coupons representing all through the facilities of the Optional Securities being purchased on such Optional Closing DateDepository Trust Company.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$7.56 per share, the respective principal amounts number of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously at a bank designated by the Company for such purpose at a bank and reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:30 A.M. (the office of Xxxxxx & Xxxxxxx LLP, New York, New York City at 9:00 A.M., New York time), on June 20September 18, 20012009 or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Firm Securities to be so delivered or evidence of their issuance will be made available for checking at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Xxxxxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC Credit Suisse given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC Credit Suisse to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over- allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC Credit Suisse to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Credit Suisse but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment instructed by Credit Suisse for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC above office of a permanent global security in definitive form without coupons representing all of the Xxxxxx & Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to that the Company shall sell to the Purchasers, and each of the Purchasers agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of $1,000 per Offered Security plus accrued dividends from July 14, 2000 to the principal amount thereofFirst Closing Date (as hereinafter defined), the respective principal amounts number of shares of Firm Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities in the form of one or more permanent global securities in definitive form (the "Firm Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") or its custodian and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances that shall be described in the Offering Document. Payment for the Offered Firm Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of Radio One, Inc. at 10:30 the office of CSFBC at 10:00 A.M. (New York City time), on June 20July 14, 20012000 (the "Closing Time"), or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date", against delivery to the Trustee as DTC or its custodian for DTC of the Firm Global Securities representing all of the Offered Firm Securities. The Firm Global Securities will be made available for checking at the offices above office of MilbankCSFBC (or such other location as CSFBC may direct), Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Offering Document, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal liquidation amount of Offered Securities (including any accreted value accrued dividends thereon to the related Optional Closing Date (as defined below)Date) to be paid for the Firm Securities. The Company agrees to that it shall sell to the Purchasers the principal amount number of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Purchasers at their discretion. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Company will deliver against payment of the Securities evidencing purchase price the Optional Securities being purchased on each Optional Closing Date will be in such denominations the form of one or more permanent global securities in definitive form (each, an "Optional Global Security") deposited with DTC or its custodian and registered in such names the name of Cede & Co., as CSFBC requests and will be made available nominee for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing DateDTC. Payment for the such Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Radio One, Inc. at the Company at 10:00 A.M. (New York time) on such Optional Closing Date office of CSFBC against delivery to DTC or its custodian of the Trustee as custodian for DTC of a permanent global security in definitive form without coupons Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. As compensation for the Purchasers' commitments, the Company will pay to CSFBC the sum of $30 per Offered Security times the total number of Offered Securities purchased by the Purchasers on each Closing Date as commissions for the sale of the Offered Securities under this Agreement. Such payment will be made on each Closing Date with respect to the Offered Securities purchased on such Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$12.1875 per share, the respective principal amounts number of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously at a bank designated by the Company for such purpose at a bank and reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:30 A.M. (the office of Xxxxxx & Xxxxxxx LLP, New York, New York City at 9:00 A.M., New York time), on June 20May 29, 20012007 or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Xxxxxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC Credit Suisse given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC Credit Suisse to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC Credit Suisse to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Credit Suisse but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment instructed by Credit Suisse for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC above office of a permanent global security in definitive form without coupons representing all of the Xxxxxx & Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$23.52 per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives drawn to the order of the Company at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York City time), on June 20January 22, 20012003, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC the Representatives given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP Xxxxx at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of at 10:30 A.M. (the office of , at A.M., New York City time), on June 20, 2001or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day above office at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of , at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of . The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office at a reasonable time in advance of such Optional Closing Date. [If the Underwriters purchase the securities at the public offering price and compensation to the Underwriters is payable separately, insert: As compensation for the Underwriters' commitments, the Company will pay to the Representatives for the Underwriters' proportionate accounts the sum of $ per share times the total number of Offered Securities purchased by the Underwriters on each Closing Date. Such payment will be made on each Closing Date with respect to the Offered Securities purchased on such Closing Date.]

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$[___] per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of Yellow Corporation at 10:30 A.M. (the office of Cahill Gordon & Reindel, at 10:00 A.M., New York City time), on June 20[April __], 20010000, xr ax xxxx other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Yellow Corporation, at the Company at 10:00 A.M. (New York time) on office of Cahill Gordon & Reindel. The certificates for the Optional Securxxxxx xxxxx xurcxxxxx xn each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date against delivery to and will be made available for checking and packaging at the Trustee as custodian for DTC above office of Cahill Gordon & Reindel at a permanent global security reasonable time in definitive form without coupons representing all advance of the Optional Securities being purchased on such Optional Closing DateXxxxxxxx Xxxxing Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$__________ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. ---------- The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of _________________ at 10:30 A.M. (the office of _____________________, at ____ A.M., New York City time), on June 20___________, 20011999, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day ___________________ at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the offer and sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven five full business days, days nor prior to less than two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of ________________, at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of ______________. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office ______________________ at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ . per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of Lante Corporation at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York City time), on June 20., 20012000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Lante Corporation, at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of Cravath, Swaine & Xxxxx. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of 46.853% of $[ ] per ADS less the principal amount thereofspread (as defined in Section 5(g), the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election. The Company Selling Stockholder will deliver at the office of Shearman & Sterling LLP the Firm Securities to the Representative for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Citigroup , at 10:30 A.M. (10:00 A.M., New York City time), on June 20[ ], 20012006, or at such other time not later than seven full business days thereafter as Citigroup and the Selling Stockholder determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as Citigroup requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC Citigroup given to the Company and the Selling Stockholder from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election. The Company Selling Stockholder agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC Citigroup to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC Citigroup to the CompanySelling Stockholder. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Citigroup but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Citigroup. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC Citigroup requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Firm Securities or the Optional Securities being purchased on each Optional Closing Date Securities, as the case may be, shall be made by the Purchasers in Federal (same day) funds by wire transfer net of any applicable taxes and fees to an account at a bank acceptable be paid and costs and expenses to CSFBC drawn be reimbursed to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing DateUnderwriters under Section 5 hereof.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of , against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of at 10:30 A.M. (the office of , at A.M., New York City time), on June 20, 2001or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In additionCertificates in negotiable form for the Offered Securities to be sold by the Selling Stockholder, upon if any hereunder have been placed in custody, for delivery under this Agreement, under a Custody Agreement made with Xxxxxxx X. Xxxx and Xxxxx Xxxxx, as custodians ("Custodians"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If the Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by a Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not a Custodian shall have received notice of such death or other event or termination. Upon written notice from CSFBC given to the Company and a Custodian from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees and the Selling Stockholder agree, severally and not jointly, to sell to the Purchasers Underwriters the principal amount respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is 616,667 in the case of the Company and 133,333 in the case of the Selling Stockholder and the Purchasers denominator of which is the total number of Optional Securities (subject to adjustment by CSFBC to eliminate fractions) and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company and the Selling Stockholder for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanyCompany and a Custodian. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company and a Custodian will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available to the Representatives for checking and packaging the accounts of the several Underwriters, at the offices office of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance against payment of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of , at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of . The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$[o] per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of the Company at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, at 9:00 A.M., New York City time), on June 20[o], 20012002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of Cravath, Swaine & Xxxxx. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriter, and each of the Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of 46.853% of the principal amount thereofCents ($ ) per share, the respective principal amounts of Firm Securities set forth opposite the names of the Purchasers in Schedule A heretoSecurities. The Company will deliver the Firm Securities to the Underwriter, at the office of O'Melveny & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 against payment by the Underwriter of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by at the Company for Bank of New York, or such purpose at a other bank reasonably acceptable to CSFBC the Underwriter, at 10:30 A.M. (New York City time)the above office of O'Melveny & Xxxxx LLP, at 6:00 A.M., Pacific Time, on June 20, 20012002, or at such other time not later than seven (7) full business days thereafter as the Underwriter and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of Securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering contemplated by this Agreement. The Global certificates for the Firm Securities to be delivered by the Company will be in definitive form, in such authorized denominations and registered in such names as the Underwriter requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx O'Melveny & XxXxxx Xxxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least twenty-four (24) hours prior to the First Closing Date. In addition, upon written notice from CSFBC the Underwriter given to the Company from time to time not more than 13 thirty (30) days subsequent to the date of this Agreementthe final Prospectus used to offer and sell the Offered Securities, the Purchasers Underwriter may purchase all or less than all of the Optional Securities at the same purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) share to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriter the principal amount number of shares of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall may be purchased from by the Company Underwriter only for the account purpose of each Purchaser covering over-allotments made in connection with the same proportion as sale of the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time time, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Underwriter to the Company. Each The time for the delivery of a and payment for the Optional Securities, being herein referred to as the "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf the Underwriter but shall be not later than five (5) full business days (or earlier, without the written consent of the several Purchasers but shall not be later Company, than seven three (3) full business days, nor prior to two full business days except in the case of the First Closing Date, ) after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each the Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging to the Underwriter at the offices above office of MilbankO'Melveny & Xxxxx LLP, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made against payment by the Purchasers Underwriter of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a the Bank of New York, or such other bank reasonably acceptable to CSFBC drawn to the order Underwriter, at the above office of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian O'Melveny & Xxxxx LLP. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on the Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Underwriter requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of O'Melveny & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the PurchasersUnderwriter, and each of the Purchasers agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$9.75 per share, the respective principal amounts number of shares of Firm Securities set forth opposite in the names introductory paragraph of the Purchasers in Schedule A heretothis Agreement. The Company will deliver the Firm Securities at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 to or as instructed by Credit Suisse for the account of the Underwriter in a form reasonably acceptable to Credit Suisse against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriter in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:30 A.M. (9:00 a.m., New York City time), on June 206, 20012011, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to the Trustee as custodian of securities for DTC of the Global Securities representing all of the Offered SecuritiesSecurities sold pursuant to the offering. The Global Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the offices above office of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC Credit Suisse given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriter may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriter the principal amount number of shares of Optional Securities specified in such notice notice, and the Purchasers agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser the Underwriter and may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the same proportion as sale of the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC Credit Suisse to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Credit Suisse but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP at a reasonable time in advance of such Optional Closing Date. Payment to or as instructed by Credit Suisse for the Optional Securities being purchased on each Optional Closing Date shall be made by account of the Purchasers Underwriter in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC Credit Suisse drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Company. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$________ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of the Company at 10:30 A.M. (the office of Summit Law Group, PLLC, at 10:00 A.M., New York City time), on June 20___________, 2001or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of MilbankSummit Law Group, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day PLLC at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a payment for the Optional Securities, being herein referred to as the "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.Optional

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.85399.650% of the principal amount thereofthereof plus accrued interest from March 22, 2005 to the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities the Floating Rate Notes due March 22, 2012 set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price of the Offered Securities in the form of one or more permanent global securities in definitive form Securities (the "“Global Securities"”) deposited with the Trustee as custodian for The Depository Trust Company ("the “DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering DocumentProspectus. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal (same day) funds funds, by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives drawn to the order of Washington Mutual, Inc. at 10:30 A.M. their office at 10 A.M., (New York City time), on June 20March 22, 20012005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "First “Closing Date"”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices office of MilbankXxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, TweedXxx Xxxxxxx Xxxxx, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m.Xxx Xxxx, New York City timeXxx Xxxx 00000, on the business day at least 24 hours prior to the Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a payment for the Optional Securities, being herein referred to as the "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$[ ] per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company, at 10:30 A.M. (the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 A.M., New York City time), on June 20[ ], 20011999, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in such form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to Underwriters the Company from time to time not more than 13 days subsequent to the date number of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters against payment of the purchase price therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Xxe certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in such form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of $9.2625 per share (the principal amount thereof“Purchase Price”) for the Firm Securities, the respective principal amounts number of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives at 10:30 A.M. (10:00 a.m., New York City time), on June 20March 18, 20012019, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Dateoffering contemplated by this Agreement. In addition, upon written notice from CSFBC the Representatives given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later than seven full business days, nor prior to two three full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in book entry form through the facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing DateRepresentatives.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$[_] per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of Tanning Technology Corporation at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York City time), on June 20[_], 20011999, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over- allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to CSFBC drawn to the order of Tanning Technology Corporation, at the office of Cravath, Swaine & Xxxxx. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP Xxxxx at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of 46.853% of the principal amount thereof$28.00 per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A B hereto. The Company and the Selling Shareholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by of the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") in accordance with the Company's written instructions, at 10:30 A.M. (10:00 A.M., New York City time), on June 20April 22, 20012002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date", against delivery . The Company shall be responsible for the payment of the purchase price due to the Trustee as custodian Selling Shareholders hereunder. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for DTC payment of the Global Securities representing funds and delivery of securities for all of the Offered SecuritiesSecurities sold pursuant to the offering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of MilbankXxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and Messrs. Hayne and Xxxx (the "Option Securities Holders") from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees Company, Xx. Xxxxx and Xx. Xxxx agree, severally and not jointly, to sell to the Purchasers the principal amount Underwriters up to 50,000, 110,000 and 40,000 shares of Optional Securities Securities, respectively, as specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the CompanyCompany and the Options Securities Holders. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Company and the Options Securities Holders will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account of the Company at a bank acceptable to CSFBC in accordance with the Company's written instructions. The Company shall be responsible for the payment of the purchase price due to the Option Securities Holders hereunder. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of MilbankXxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$46.1385 per share, the respective principal amounts number of shares of Firm Securities set forth opposite the names of the Purchasers several Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representative drawn to the order of the Company at 10:30 A.M. (the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time), on June 2018, 20012014, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC offering. Delivery of the Global Securities representing all of the Offered Securities. The Global Firm Securities will be made available for checking at through the offices facilities of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to Depository Trust Company (“DTC”) unless the Closing DateRepresentative instructs otherwise. In addition, upon written notice from CSFBC the Representative given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Final Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC the Representative to eliminate fractions)) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representative to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representative but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representative for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC the Representative drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC above office of a permanent global security in definitive form without coupons representing all Xxxxx Xxxx & Xxxxxxxx LLP. Delivery of the Optional Securities being purchased on such Optional Closing Datewill be made through the facilities of the DTC unless the Representative instructs otherwise.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$_______ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of _______ at 10:30 A.M. (the office of Cravath, Swaine & Moore, at 10:00 A.M., New York City time), on June 20_______, 20012000, or at such other xxxx not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Moore at least 24 hours prior to the First Closing Date. In additionadditxxx, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of _______, at the Company at 10:00 A.M. (New York time) above office of Cravath, Swaine & Moore. The certificates for xxx Xptional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date against delivery to and will be made available for checking and packaging at the Trustee as custodian for DTC above office of Cravath, Swaine & Moore at a permanent global security reasonable time in definitive form without coupons representing all advance of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to the PurchasersU.S. Underwriters, and each of the Purchasers agreesU.S. Underwriters agree, severally and not jointly, to purchase from the CompanySelling Shareholder, at a purchase price of 46.853% of the principal amount thereofU.S.$______ per share, the respective principal amounts numbers of shares of U.S. Firm Securities set forth opposite the names of the Purchasers U.S. Underwriters in Schedule A hereto. The Company Selling Shareholder will deliver the U.S. Firm Securities to the Representatives for the accounts of the U.S. Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank specified by the Selling Shareholder to, and reasonably acceptable to, CSFBC, drawn to CSFBC the order of the Selling Shareholder, at 10:30 A.M. (the office of Xxxxx Xxxxxxxxxx, 1301 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 A.M., New York City time), on June 20_____________, 20011997, or at such other time not later than seven full business days thereafter as CSFBC and the Selling Shareholder agree (such time being herein referred to as the "First Closing Date"). For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of U.S. Offering and the Global Securities representing all of the Offered SecuritiesInternational Offering. The Global certificates for the U.S. Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice, and will be made available for checking and packaging at the offices office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m.Credit Suisse First Boston Corporation, New York City timeYork, on the business day New York, at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and the Selling Shareholder from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectuses, the Purchasers U.S. Underwriters may purchase all or less than all of the U.S. Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the U.S. Firm Securities. The Company U.S. Optional Securities to be purchased by the U.S. Underwriters on any Optional Closing Date shall be in the same proportion to all the Optional Securities to be purchased by the U.S. Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities. The Selling Shareholder agrees to sell to the Purchasers the principal amount of U.S. Underwriters such U.S. Optional Securities specified in such notice and the Purchasers U.S. Underwriters agree, severally and not jointly, to purchase such U.S. Optional Securities. Such U.S. Optional Securities shall be purchased from the Company for the account of each Purchaser U.S. Underwriter in the same proportion as the principal amount number of shares of U.S. Firm Securities set forth opposite such PurchaserU.S. Underwriter's name in Schedule A hereto bears to the total number of shares of U.S. Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the U.S. Underwriters only for the purpose of covering over-allotments made in connection with the sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities and the International Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of U.S. Underwriters and the Managers to the CompanySelling Shareholder. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the U.S. Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Selling Shareholder. Each time for the delivery of a and payment for the U.S. Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined agreed by CSFBC on behalf of and the several Purchasers Selling Shareholder but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for Selling Shareholder will deliver the Securities evidencing the U.S. Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several U.S. Underwriters, against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank specified by the Selling Shareholder reasonably acceptable to CSFBC, at the above office of Xxxxx Xxxxxxxxxx. The certificates for the U.S. Optional Securities will be in definitive form, in such denominations and registered in such names as CSFBC drawn requests upon reasonable notice prior to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to and will be made available for checking and packaging at the Trustee as custodian for DTC above office of CSFBC, at a permanent global security reasonable time in definitive form without coupons representing all advance of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$_____ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to CSFBC for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of Spinnaker Exploration Company at 10:30 A.M. (the office of Xxxxx Xxxxx L.L.P., Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York City time), on June 20August __, 20012000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as to CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Spinnaker Exploration Company, at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian above office of Xxxxx Xxxxx L.L.P. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853___% of the principal amount thereofthereof plus accrued interest from ___________________, if any, to the Closing Date, the respective principal amounts of Firm Offered Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "U.S. Firm Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering DocumentProspectus. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks [or wire transfer to an account previously designated to Credit Suisse First Boston Corporation ("CSFBC") by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of the Company at 10:30 A.M. the office of Xxxxx Xxxxxxxxxx, 1301 Avenue of the Americas, at 10 A.M., (New York City time), on June 20________, 20011997, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date", against delivery to the Trustee as custodian for DTC of the U.S. Firm Global Securities representing all of the Offered Securities. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Offering. The U.S. Firm Global Securities will be made available for checking at the offices office of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day CSFBC at least 24 hours prior to the Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a payment for the Optional Securities, being herein referred to as the "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$39.37 per share, the respective principal amounts numbers of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC"), at 10:30 A.M. (10:00 A.M., New York City time), on June 20March 6, 2001, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of MilbankLeBoeuf, TweedLamb, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m.XxxXxx, New York City time, on the business day L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available to the Representatives for checking and packaging the accounts of the several Underwriters, at the offices office of MilbankLeBoeuf, TweedLamb, Xxxxxx & XxXxxx LLP at a reasonable time in advance XxxXxx, L.L.P., against payment of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to at the order above office of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P. at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$______ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC drawn to the order of the Company at 10:30 A.M. (the office of Wilson, Sonsini, Goodxxxx & Xosaxx, Xxofessional Corporation, at 10:00 A.M., New York City time), on June 20______________, 2001or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of MilbankWilson, TweedSonsini, Xxxxxx Goodxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m.Xosaxx, New York City time, on the business day Xxofessional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company Company, at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of Wilson, Sonsini, Goodxxxx & Xosaxx, Xxofessional Corporation. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Wilson, Sonsini, Goodxxxx & Xosaxx, Xxofessional Corporation at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$ per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company at 10:30 A.M. (the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000 by 10:00 A.M., New York City time), on June 20August , 20012000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices above office of MilbankXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day P.C. at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a payment for the Optional Securities, being herein referred to as the "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall not be later than seven full business days, nor prior to two full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$o per share, the respective principal amounts numbers of shares of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order o of at 10:30 A.M. (the office of Shearman & Sterling, at 9:00 A.M., New York City time), on June 20o, 20012000 , or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the offices office of Milbank, Tweed, Xxxxxx Shearman & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Sterling at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at to the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of o , at the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian office of o. The certificates for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Shearman & Sterling at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of 46.853% of the principal amount thereof$34.335 per share, the respective principal amounts numbers of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company Selling Stockholder will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of Reliance Insurance Company at 10:30 A.M. the office of LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (the "Designated Office"), at 9:30 A.M., New York City time), on June 20February 22, 2001, or at such other time not later than seven full business days thereafter as CSFBC and the Selling Stockholder determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") request and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Designated Office at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC the Representatives given to the Company and the Selling Stockholder from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company Selling Stockholder agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the CompanySelling Stockholder. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," ", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Reliance Insurance Company, at the Designated Office. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP Designated Office at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaserseach Underwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$4.2525 per share, the respective principal amounts amount of Firm Securities set forth opposite the names name of the Purchasers such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated accounts specified by the Company for such purpose Company, at a bank reasonably acceptable to CSFBC the office of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:30 A.M. (10:00 A.M., New York City time), on June 20December 11, 20012009, or at such other time not later than three full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Firm Securities so to be delivered will be in such denominations and registered in such names as the Representative requests. The Firm Securities will be made available for checking at delivered through the offices book-entry facilities of MilbankThe Depository Trust Company (“DTC”), Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on unless the business day prior to the Closing DateRepresentative shall otherwise instruct. In addition, upon written notice from CSFBC the Representative given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities provided that the purchase price for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representative to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representative to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representative but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account specified by the Company, at the above office of Xxxxxxxx Chance US LLP. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC the Representative requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of Milbank, Tweed, Xxxxxx & XxXxxx Xxxxxxxx Chance US LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$____ per share, the respective principal amounts that number of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in federal Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC Jefferies & Company, Inc. ("Jefferies") drawn to the order of the Company at 10:30 A.M. (the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York City time), on June 20April 19, 20012002, or at such other time not later than seven full business days thereafter as Jefferies and the Company shall determine, such time being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date", against Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as Jefferies requests and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC Jefferies given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) Security to be paid for the Firm Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of shares of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of shares of Firm Securities set forth opposite such PurchaserUnderwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC Jefferies to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC Jefferies to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the an "Optional Closing Date," OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing DateCLOSING DATE"), shall be determined by CSFBC on behalf of the several Purchasers Jefferies but shall be not be later than seven full business days, nor prior to two five full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Jefferies drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx. The certificates for the Securities evidencing the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC Jefferies requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the offices above office of MilbankCravath, Tweed, Xxxxxx Swaine & XxXxxx LLP Xxxxx at a reasonable time in advance of such Optional Closing Date. Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of the principal amount thereof$14.41125 per share, the respective principal amounts number of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representatives at 10:30 A.M. (10:00 A.M., New York City time), on June 20January 14, 20012021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "“First Closing Date".” For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m., New York City time, on the business day prior to the Closing Dateoffering contemplated by this Agreement. In addition, upon written notice from CSFBC the Representatives given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representatives to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representatives but shall be not be later than seven full business days, nor prior to two three (3) full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representatives for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in book entry form through the facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Optional Securities being purchased on such Optional Closing DateRepresentatives.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Purchasersseveral Underwriters, and each of the Purchasers Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 46.853% of $9.30 per share (which includes $0.05 per share advisory fee payable to the principal amount thereofRepresentative), the respective principal amounts number of Firm Securities set forth opposite the names of the Purchasers Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers Underwriters in federal Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to CSFBC the Representative at 10:30 A.M. (10:00 A.M., New York City time), on June 20July 1, 20012016, or at such other time not later than seven (7) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Exchange Act, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering contemplated by this Agreement. The Global Firm Securities will be made available for checking review at the offices of MilbankWinston & Sxxxxx LLP (“Winston”), Tweed30 X. Xxxxxx Drive, Xxxxxx & XxXxxx LLP or its designated custodian not later than 2:00 p.m.Chicago, New York City time, on the business day Illinois 60601 at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC the Representative given to the Company from time to time not more than 13 30 days subsequent to the date of this Agreementthe Prospectus, the Purchasers Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accreted value thereon to the related Optional Closing Date (as defined below)) share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Purchasers Underwriters the principal amount number of Optional Securities specified in such notice and the Purchasers Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser Underwriter in the same proportion as the principal amount number of Firm Securities set forth opposite such Purchaser's Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFBC the Representative to eliminate fractions)) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC the Representative to the Company. Each time for the delivery of a and payment for the Optional Securities, being herein referred to as the "an “Optional Closing Date," ” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "“Closing Date"”), shall be determined by CSFBC on behalf of the several Purchasers Representative but shall be not be later than seven full business days, nor prior to two three full business days except in the case of the First Closing Date, after written notice of election to purchase Optional Securities is given. The certificates for the Securities evidencing Company will deliver the Optional Securities being purchased on each Optional Closing Date will be in such denominations and registered in such names to or as CSFBC requests and will be made available for checking and packaging at instructed by the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP at a reasonable time in advance of such Optional Closing Date. Payment Representative for the Optional Securities being purchased on each Optional Closing Date shall be made by accounts of the Purchasers several Underwriters in book entry form through the facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at 10:00 A.M. (New York time) on such Optional Closing Date against delivery to the Trustee as custodian for DTC of a permanent global security in definitive form without coupons representing all of the Representative. The Optional Securities being purchased on such each Optional Closing Date shall be made available for review at the offices of Winston prior to each Optional Closing Date.