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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas time, on , 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, as amended (the “Exchange Act”) 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 offering. Any 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 inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share__% of the principal amount thereof plus accrued interest from ______ to the First Closing Date (as defined herein), that number principal amount of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number $100,000,000 principal amount of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 A hereto and the denominator of which is the total number principal amount of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the 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") and registered in the name of Cede & Co., as nominee for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Ropes & Xxxx, 000 Xxxxxxxxx Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , Xxxxxxxxxxxxx at 9:00 9:30 A.M., Houston, Texas (eastern standard time), on February 20, 2001, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and "FIRST CLOSING DATE," against delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates Trustee as custodian for DTC of the Firm Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as representing all of the Representatives request and Firm Securities. The Firm Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Ropes & Xxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, CE Generation agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCE Generation, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 99.125% of the Company and principal amount of the number Securities, plus accrued interest from March 2, 1999 to the Closing Date (as hereinafter defined), the respective principal amounts of Firm the Securities set forth opposite the name names of such Selling Stockholder in the Purchasers on Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders I. CE Generation will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the 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 Final Offering Circular. Payment for the Securities 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 in New York previously designated to the Representatives CSFB by CE Generation drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, CE Generation at the office of Xxxxx Xxxxx L.L.P.Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx Xxx Xxxx 00000 , at 9:00 A.M., Houston, Texas 10:00 a.m. (New York time), on March 2, 1999, or at such other time not later than seven (7) full business days thereafter as the Representatives CSFB and the Company CE Generation 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 (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office offices of Xxxxx Xxxxx L.L.P. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 twenty-four (24) hours prior to the First Closing Date. In additionNotwithstanding the foregoing, upon written notice from any Securities sold to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 4(c) shall be issued in definitive, fully registered form and shall bear the Representatives given to legend relating thereto set forth under "TRANSFER RESTRICTIONS" in the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the ProspectusFinal Offering Circular, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to but shall be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion manner as the number of Firm any Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 Purchasers hereunder and to be offered and sold by it in reliance on Rule 144A under the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing DateAct.

Purchase, Sale and Delivery of Offered Securities. 2 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ● ] per share, that number of Firm Securities (rounded up or down, as determined subject to adjustment by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) the Representative in its discretion, in order discretion to avoid fractional shareseliminate fractions) obtained by multiplying [ ● ] Firm Securities Securities, in the case of the Company Company, and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A B hereto, in the case of a Selling Stockholder, 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 A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the Underwritersseveral Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by official bank check or checks or a wire transfer to an account at a bank specified, as applicable, by the Company and each Selling Stockholder (and acceptable to the Representatives Representative) drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholdersas applicable, at the office of Xxxxx Xxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxxxxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000 00000, at 9:00 A.M., Houston, Texas New York time, on [ ● ], or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives Company and the Company determineRepresentative, 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 (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 offeringoffering contemplated by this Agreement. Any certificates for Delivery of 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 inspection by through the Representatives at facilities of the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to Depositary Trust Company (the First Closing Date“DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Selling Stockholder agreesStockholders agree, severally and not jointly, to 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 Optional Securities shares set forth opposite the names of such Selling Stockholder Stockholders in Schedule A B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup the Representative to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by CSFB and Citigroup the Representative in its discretion to eliminate fractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesfractions). 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 the Representatives Representative to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each Selling Stockholders will deliver the Optional Securities being purchased from such Selling Stockholder on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representative, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or a wire transfer to an account at a bank specified by such Selling Stockholder (and acceptable to the Representatives Representative) drawn to the order of American Stock Transfer & Trust Company, as custodian for the such Selling StockholdersStockholder, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Xxxxxx & Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by through the Representatives at facilities of the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing DateDTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. (a) 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97.875% of the Company and principal amount thereof plus accrued interest from June 18, 2014 to the number Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities set forth opposite the name names of such Selling Stockholder the several Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwritersdeliver, against payment of the purchase price price, the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive form without interest coupons (the “Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Prospectus. Payment for the Offered Securities representing all of the Firm Securities and Optional Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date) shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx Xxx Xxxx 00000 , at 9:00 10:00 A.M., Houston, Texas (New York time), on June 18, 2014 or at such other time not later than seven full business days thereafter as the Representatives Representative 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 Firm Securities and Optional Securities (as applicable) (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date). The applicable Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 offering. Any certificates for Delivery of 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 inspection by through the Representatives at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date facilities of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption Depository Trust Company (“Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional sharesDTC”) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing DateRepresentative 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 and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $_______ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) CSFBC in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying __________ Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction of 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 Stockholders Custodian (as such term is defined below) will deliver the Firm Securities to the Representatives for the accounts of the 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 CSFBC drawn to the order of the Company in the case of the 1,500,000 shares of Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian Custodian for the respective accounts of the Selling Stockholders, Stockholders in the case of the 1,5000,000 shares of Firm Securities to be sold by the Selling StockholdersSecurities, at the office of Xxxxx Xxxxx L.L.P.Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Xxofessional Corporation, at 9:00 10:00 A.M., Houston, Texas New York time, on January ___, 2000, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) 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 offering. Any The certificates for the Firm Securities so to be delivered will be in definitive formform if required by CSFBC, in such denominations and registered in such names as the Representatives request CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from Certificates in negotiable form for the Representatives given Offered Securities to the Company and be sold by the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectushereunder have been placed in custody, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securitiesdelivery under this Agreement, under custody agreements ("Custody Agreements") made with BankBoston, N.A., as custodian ("Custodian"). Each Selling Stockholder agrees, severally and not jointly, to sell to agrees that 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) and may be purchased shares represented by the Underwriters only for the purpose of covering over-allotments made certificates held 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian custody for the Selling StockholdersStockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, at that the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be arrangements made available for inspection by the Representatives at Selling Stockholders for such custody are to that extent irrevocable, and that the above office obligations of Xxxxx Xxxxx L.L.P. at a reasonable time the Selling Stockholders 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 advance of such Optional Closing Date.the

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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Securitieshereto. The Company and the Selling Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 reasonably acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 X.X. 00000-0000, at 9:00 A.M.10:00 a.m., Houston, Texas New York time, on February , 1998, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) 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 offering. Any The 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 CSFBC requests, and will be made available for inspection by the Representatives checking and packaging at the above office of Cravath, Swaine & Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided that, if any shares of Optional Securities are purchased by the Underwriters, (i) up to and including an aggregate of [ ] shares of Optional Securities shall be purchased first from the Selling Stockholders and (ii) the remaining [ ] shares of Optional Securities shall be purchased from the Company. Each The Selling Stockholder agreesStockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice notice(s) up to and including an aggregate of [ ] shares of Optional Securities by a fraction the numerator of which is the number of Optional Securities shares set forth opposite the names of such Selling Stockholder Stockholders in Schedule A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders [ ] (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions); and the Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice(s) up to and including [ ] shares of Optional Securities, provided that the Underwriters shall have purchased at such time an aggregate of [ ] shares of Optional Securities from the Selling Stockholders. Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling Stockholders. Certificates in negotiable form for the Optional Securities to be sold by the Selling Stockholders hereunder have been placed, prior to the execution of this Agreement, in custody, for delivery under this Agreement, under Custody Agreements made with Xxxxxx Xxxxxx Flattau & Klimpl, LLP, as custodian ("Custodian"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders 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 any individual 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 Optional Securities hereunder, certificates for such Optional 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 and payment for the Optional Securities, being herein referred to as 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 the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company and the Custodian 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 the Representatives CSFBC drawn to the order of American Stock Transfer & Trust Companythe Company in the case of [ ] Optional Securities, as custodian for Xxxxx X. Xxxxxx in the Selling Stockholderscase of [ ] Optional Securities, Xxxxxxx X. Xxxxx in the case of [ ] Optional Securities and Xxxxx Xxxxxxxx, in the case of [ ] Optional Securities, at the above office of Xxxxx Xxxxx L.L.P. Any Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Cravath, Swaine & 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97.125% of the Company and principal amount thereof plus accrued interest (if any) from April 16, 1998 to the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 SecuritiesClosing Date (as hereinafter defined). The Company and the 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 8 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 two wire transfer transfers to an account designated to CSFBC by the Company at a bank acceptable to the Representatives drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling StockholdersCSFBC, at the office of Xxxxx Xxxxx L.L.P.Cravath, 000 Xxxxxxxxx Swaine & Moorx, Xxrldwide Plaza, 825 Xxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas XX 00000-0000 xx 10:00 A.M. (New York time), on April 21, 1998, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to the IBJ Shroder Bank & Trust Company as custodian for DTC of the Global Securities representing all of the Offered Securities. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) The first wire shall be in the settlement date for payment principal amount of funds $386,557,500 and delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates for the Firm Securities so to be delivered will second wire shall be in definitive form, in such denominations and registered in such names as the Representatives request and principal amount of $50,505,000 for an aggregate total of $437,062,500. The Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. at Cravath, Swaine & Moorx xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) the Representatives in its their discretion, in order to avoid fractional sharesfractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule SCHEDULE A hereto, in the case of a Selling Stockholder, 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 SCHEDULE B hereto and the denominator of which is the total number of Firm Securities, plus any additional number of Securities which such Underwriters may become obligated to purchase pursuant to Section 9. American Stock Transfer & Trust Company shall act as custodian (the "CUSTODIAN") of the Resale Securities to be sold by the Selling Stockholders pursuant to the Power of Attorney and Custody Agreement. The Company and the Selling Stockholders Custodian will deliver the Firm Securities to the Representatives for the accounts of the 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 the Company in the case of the Firm Securities to be issued and sold accounts specified by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold Original Issue Securities, and by the Selling StockholdersCustodian, in the case of the Resale Securities, at the office of Xxxxx Xxxxx L.L.P.Xxxxxxxx Chance US LLP, 000 Xxxxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 XX 00000, at 9:00 10:00 A.M., Houston, Texas New York time, on [ ], 2006, 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”. "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 (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. Any The 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 inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxxx Chance US LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSS given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup the Representatives to eliminate fractional sharesfractions) 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 the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 specified by the Representatives drawn to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any Xxxxxxxx Chance US LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxxx Chance US 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 and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of U.S. Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) CSFBC in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of U.S. Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case B hereto by a fraction the numerator of which is the number of U.S. Firm Securities set forth opposite the name of such Underwriter in Schedule B A hereto and the denominator of which is the total number of U.S. Firm Securities. The Company and Each of the Selling Stockholders will deliver the U.S. Firm Securities to the Representatives be sold by it to CSFBC for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) funds by certified or official bank check or checks in Federal (same-day) funds or by wire transfer to an account previously designated to CSFBC at a bank acceptable to CSFBC drawn in the Representatives drawn proper amounts to the respective order of the Company in the case each of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Cravath, Swaine & Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 ("Underwriters' Counsel"), at 9:00 10:00 A.M., Houston, Texas New York time, on April [ ], 1997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, UCAR and the Company 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 (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. Any The 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 the Representatives request CSFBC requests upon reasonable notice and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Underwriters' Counsel at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company UCAR and the Selling Stockholders BCP from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters and the Managers may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the U.S. Firm Securities. Each of the Selling Stockholder Stockholders agrees, severally and not jointly, to 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 Optional Securities shares set forth opposite the Selling Stockholders' respective names of such Selling Stockholder in Schedule A B hereto under the caption “"Number of U.S. Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions). Such U.S. Optional Securities shall be purchased from each the Selling Stockholder Stockholders for the account of each Underwriter in the same proportion as the number of U.S. Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of U.S. Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) and may be purchased by the 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 the Representatives CSFBC to the Company UCAR and the Selling StockholdersBCP. Each time for the delivery of and payment for the U.S. Optional Securities, being herein referred to as 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 but shall, unless it is the Representatives but shall First Closing Date, be not later than five seven or sooner than three full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholders will deliver the U.S. Optional Securities being purchased from it on each Optional Closing Date to the Representatives CSFBC for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by certified or official bank check or checks in Federal (same-day) funds or by wire transfer to an account previously designated to CSFBC at a bank acceptable to CSFBC drawn in the Representatives drawn proper amounts to the respective order of American Stock Transfer & Trust Company, as custodian for each of the Selling Stockholders, Stockholders at the above office of Xxxxx Xxxxx L.L.P. Any Underwriters' Counsel. The certificates for the U.S. Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Underwriters' Counsel at a reasonable time in advance of such Optional Closing Date. None of the Selling Stockholders shall be obligated to deliver any Firm Securities or any Optional Securities to be purchased from it except upon payment for all the Firm Securities and, if applicable, Optional Securities to be purchased from it on the relevant 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 and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Managers, and each Underwriter Manager agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ [ ] per share, that number of International Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) CSFBL in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of International Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case B hereto by a fraction the numerator of which is the number of International Firm Securities set forth opposite the name of such Underwriter Manager in Schedule B A hereto and the denominator of which is the total number of International Firm Securities. The Company and Each of the Selling Stockholders will deliver the International Firm Securities to the Representatives be sold by it to CSFBL for the accounts of the UnderwritersManagers, against payment of the purchase price in Federal (same day) funds by certified or official bank check or checks in Federal (same-day) funds or by wire transfer to an account previously designated to CSFBL at a bank acceptable to CSFBL drawn in the Representatives drawn proper amounts to the respective order of the Company in the case each of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Cravath, Swaine & Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 ("Underwriters' Counsel"), at 9:00 10:00 A.M., Houston, Texas New York time, on April [ ], 1997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, UCAR and the Company 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 (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. Any The certificates for the International Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBL requests upon reasonable notice and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Underwriters' Counsel at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company UCAR and the Selling Stockholders BCP from time to time not more than 30 days subsequent to the date of the Prospectus, the U.S. Underwriters and the Managers may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the International Firm Securities. Each of the Selling Stockholder Stockholders agrees, severally and not jointly, to sell to the Underwriters Managers 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 Optional Securities shares set forth opposite the Selling Stockholders' respective names of such Selling Stockholder in Schedule A B hereto under the caption “"Number of International Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup CSFBL to eliminate fractional sharesfractions). Such International Optional Securities shall be purchased from each the Selling Stockholder Stockholders for the account of each Underwriter Manager in the same proportion as the number of International Firm Securities set forth opposite such Underwriter’s Manager's name bears to the total number of International Firm Securities (subject to adjustment by CSFB and Citigroup CSFBL to eliminate fractional sharesfractions) and may be purchased by the Underwriters Managers only for the purpose of covering over-allotments made in connection with the sale of the International 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 the Representatives CSFBC to the Company UCAR and the Selling StockholdersBCP. Each time for the delivery of and payment for the International Optional Securities, being herein referred to as 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 but shall, unless it is the Representatives but shall First Closing Date, be not later than five seven or sooner than three full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholders will deliver the International Optional Securities being purchased from it on each Optional Closing Date to the Representatives CSFBL for the accounts of the several UnderwritersManagers, against payment of the purchase price therefor in Federal (same day) funds by certified or official bank check or checks in Federal (same-day) funds or by wire transfer to an account previously designated to CSFBL at a bank acceptable to CSFBL drawn in the Representatives drawn proper amounts to the respective order of American Stock Transfer & Trust Company, as custodian for each of the Selling Stockholders, Stockholders at the above office of Xxxxx Xxxxx L.L.P. Any Underwriters' Counsel. The certificates for the International Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBL requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Underwriters' Counsel at a reasonable time in advance of such Optional Closing Date. None of the Selling Stockholders shall be obligated to deliver any Firm Securities or any Optional Securities to be purchased from it except upon payment for all the Firm Securities and, if applicable, Optional Securities to be purchased from it on the relevant 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[•] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying [•] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives or as instructed by Credit Suisse for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to Credit Suisse 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 Credit Suisse drawn to the order of the Company in the case of the [•] shares of Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanySecurities, as custodian for the Selling Stockholders, Ute Energy Holdings LLC in the case of [•] shares of Firm Securities, QEP Ute LLC in the case of [•] shares of Firm Securities to be sold by and QR Ute Partners in the Selling Stockholderscase of [•] shares of Firm Securities, at the office of Xxxxx Xxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxxxxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000 00000, at 9:00 A.M.[•]A.M., Houston, Texas New York time, on [•], 2012, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) 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 offering. Any certificates for the 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 or evidence of their issuance will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agreesThe Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup Credit Suisse to eliminate fractional sharesfractions) 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 the Representatives Credit Suisse to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives or as instructed by Credit Suisse for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to Credit Suisse, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of American Stock Transfer & Trust the Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Xxxxxx & Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and or evidence of their issuance will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97% of the Company and principal amount thereof, the number respective principal amounts of Firm Offered Securities set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 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. The Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" 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 at a bank acceptable to the Representatives Chase Manhattan Bank, New York, New York drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanyActivision, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Inc. at the office offices of Xxxxx Xxxxx L.L.P.Irell & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , Xxxxxxxxxx at 9:00 A.M., Houston, Texas 10 A.M. (New York time), on December 22, 1997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First "Closing Date”. For purposes ," against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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. The Global Securities sold pursuant to the offering. Any 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 inspection by the Representatives checking at the above office Corporate Trust Office of Xxxxx Xxxxx L.L.P. the Trustee, as defined in the Indenture at least 24 hours one business day prior to the First Closing Date. In additionNotwithstanding the foregoing, upon written notice from any Offered Securities sold to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 4(c) hereof shall be issued in definitive, fully registered form and shall bear the Representatives given to legend relating thereto set forth under "Transfer Restrictions" in the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the ProspectusOffering Document, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to but shall be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion manner as the number of Firm any Offered Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 Purchasers hereunder and to be offered and sold by them in reliance on Rule 144A or Regulation S under the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing DateAct.

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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) the Representatives in its their discretion, in order to avoid fractional sharesfractions) obtained by multiplying [ ] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule SCHEDULE A hereto, in the case of a Selling Stockholder, 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 SCHEDULE B hereto and the denominator of which is the total number of Firm Securities, plus any additional number of Securities which such Underwriters may become obligated to purchase pursuant to Section 9. American Stock Transfer & Trust Company shall act as custodian (the "CUSTODIAN") of the Resale Securities to be sold by the Selling Stockholders pursuant to the Power of Attorney and Custody Agreement. The Company and the Selling Stockholders Custodian will deliver the Firm Securities to the Representatives for the accounts of the 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 the Company in the case of the Firm Securities to be issued and sold accounts specified by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold Original Issue Securities, and by the Selling StockholdersCustodian, in the case of the Resale Securities, at the office of Xxxxx Xxxxx L.L.P.Xxxxxxxx Chance US LLP, 000 Xxxxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 XX 00000, at 9:00 10:00 A.M., Houston, Texas New York time, on [ ], 2006, 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”. "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 (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. Any The 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 inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxxx Chance US LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup the Representatives to eliminate fractional sharesfractions) 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 the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 specified by the Representatives drawn to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any Xxxxxxxx Chance US LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxxx Chance US 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 and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Managers, and each Underwriter Manager agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $[ ] per share, that number of International Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) CSFBC in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of International Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case B hereto by a fraction the numerator of which is the number of International Firm Securities set forth opposite the name of such Underwriter Manager in Schedule B A hereto and the denominator of which is the total number of International Firm Securities. The Company and Each of the Selling Stockholders will deliver the International Firm Securities to the Representatives CSFBL for the accounts of the UnderwritersManagers, against payment of the purchase price in U.S. dollars in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBL drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, [ ] at the office of Xxxxx Xxxxx L.L.P.Cravath, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Swaine & Moorx ("Xnderwriters' Counsel"), at 9:00 A.M.10:00 a.m., Houston, Texas New York time, on [ ], 1998, or at such other time not later than seven full business days thereafter as the Representatives CSFBL and the Company 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”) amended, 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 offeringU.S. Offering and the International Offering. Any The certificates for the International Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBL requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Underwriters' Counsel at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) and may be purchased by the Underwriters Managers 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 International Firm Securities and the U.S. 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 the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 99.541% of the Company and principal amount thereof plus accrued interest, if any, from January 21, 2003 to the number Closing Date, the respective principal amounts of Firm Offered Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 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 Prospectus. Payment for the Offered Securities shall be made by the Underwriters 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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , Credit Suisse First Boston Corporation ("CSFBC") at 9:00 A.M., Houston, Texas (New York time), on January 21, 2003, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First "Closing Date”. For purposes ", against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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 offeringSecurities. Any certificates for the Firm Securities so All certificates, letters, opinions and other items to be delivered will hereunder to the Underwriters shall be in definitive formdelivered to the Representative on the Closing Date at the offices of Xxxxxxxxx & Xxxxxxx, in such denominations and registered in such names as the Representatives request and 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. The Global Securities will be made available for inspection by the Representatives checking at the above such office of Xxxxx Xxxxx L.L.P. Xxxxxxxxx & Xxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling Stockholder, at a purchase price of $ $_________ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying 2,500,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such the Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders Stockholder will deliver the Firm Securities to the Representatives for the accounts of the 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 CSFBC drawn to the order of the Company _________ in the case of the _________ shares of Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, _________ in the case of the _________ shares of Firm Securities to be sold by the Selling StockholdersSecurities, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 _________, at 9:00 _________ A.M., Houston, Texas New York time, on _________, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934'34 Act, as amended (the “Exchange Act”) 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 offering. Any The 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 CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. _________ at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Company and the Selling Stockholder agreesagree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities shares specified in any such notice by a fraction the numerator of which is _________ in the number case of Optional Securities set forth opposite the names Company and _________ in the case of such the Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from each the Company and the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholders 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 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 CSFBC drawn to the order of American Stock Transfer & Trust Company, as custodian for ________ in the Selling Stockholders, case of _________ Optional Securities and _________ in the case of _________ Optional Securities at the above office of Xxxxx Xxxxx L.L.P. Any _________. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, Issuer agrees to sell to each Underwriterthe International Underwriters, and each International Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholderpurchase, at a purchase price of $ U.S. $[ o ] per share, from the Issuer that number of Firm International Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) Salomon International in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm International Securities set forth opposite the name of such Selling Stockholder the Issuer in Schedule A hereto, in the case of a Selling Stockholder, in each case B hereto by a fraction the numerator of which is the number of Firm International Securities set forth opposite the name of such International Underwriter in Schedule B A hereto and the denominator of which is the total number of Firm International Securities. The Company and the Selling Stockholders Issuer will deliver the Firm International Securities to the Representatives Salomon International for the accounts of the International Underwriters, against payment of the purchase price in U.S. dollars Federal (same day) funds by official bank check or checks or wire transfer to an account accounts previously designated to Salomon by the Issuer at a bank one or more financial institutions acceptable to the Representatives drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Salomon International at the office of Xxxxx Xxxxx L.L.P.Cravath, Swaine & Xxxxx, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 00000, at 9:00 A.M., Houston, Texas New York time, on February [o ], 1999, or at such other time not later than seven full business days thereafter as the Representatives Salomon International and the Company Issuer 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 (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. Any The certificates for the Firm International Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request Salomon International requests and will be made available for inspection by the Representatives checking and packaging at the above office of Cravath, Swaine & Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given The Issuer will pay to the Company International Underwriters as aggregate compensation for their commitments hereunder and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made their services in connection with the sale purchase of the Firm Securities. No Optional International Securities shall be sold or delivered unless and the Firm management of the International Offering thereof, if the sale and delivery of the International 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 the Representatives International Underwriters provided herein is consummated, an amount equal to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”U.S. $[ o ] per International Security purchased, which may be divided among the First International Underwriters in such proportions as they may determine. Such payment will be made on the Closing Date (in the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined case of the International Securities by way of deduction by the Representatives but shall be not later than five full business days after written notice International Underwriters of election to purchase Optional Securities is given. The Selling Stockholders 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 said amount from 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional International Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior referred to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Dateabove.

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 and each Selling Stockholder agree, severally and not jointly, the Guarantors agree to sell to each Underwriterthe Initial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Company and each Selling Stockholderthe Guarantors, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 92.25% of the Company and principal amount at maturity thereof plus accrued interest from September 29, 2003 to the number Closing Date (as hereinafter defined) the principal amount of Firm Offered Securities set forth opposite the name of such Selling Stockholder its names in Schedule A I hereto, in the case of a Selling Stockholder, 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 Stockholders Guarantors 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 Initial Purchaser in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Initial Purchaser drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Latham & Watkins LLP, 000 Xxxxxxxxx Xxxxxx885 Third Avenue, Xxx Xxxxx XxxxxSuite 1000, XxxxxxxNew York, Xxxxx 00000 New York 10022, at 9:00 A.M.10:00 A.M. (New York xxxx), Houstonxx Xxxtember 00, Texas time, on , or at such other time not later than seven full 0000 xx xx xxxx xxxxx xxxx xxx xxxxx xxxx xxxxx xxll business days thereafter as the Representatives Initial Purchaser and the Company determine, such time being herein referred to as the “First "Closing Date”. For purposes ", against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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. The Global Securities sold pursuant to the offering. Any 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Latham & Watkins LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying 7,200,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 CSFBC drawn to the order of the Company in the case of 7,200,000 shares of Firm Securities, the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanyWallxxx X. Xxxxx Xxxst Dated October 14, as custodian for the Selling Stockholders, 1991 in the case of 510,000 Firm Shares and MascoTech, Inc. in the case of 4,290,000 shares of Firm Securities to be sold by the Selling StockholdersSecurities, at the office of Xxxxx Xxxxx L.L.P.Honixxxx Xxxlxx Xxxwxxxx xxx Cohn, 000 Xxxxxxxxx Xxxxxxxx 9:00 a.m., Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas New York time, on August __, 2000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"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 (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. Any The 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 CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. at Honixxxx Xxxlxx Xxxwxxxx xxx Cohn xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Selling Stockholder agreesStockholders agree, severally and not jointly, to 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 42.5% and 57.5% in the numerator case of which is the number of Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” The Wallxxx X. Xxxxx Xxxst Dated October 14, 1991 and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders MascoTech, Inc., respectively (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 CSFBC drawn to the order of American Stock Transfer & Trust CompanyThe Wallxxx X. Xxxxx Xxxst Dated October 14, as custodian for 1991 in the Selling Stockholderscase of 42.5% of the Optional Securities and MascoTech, Inc. in the case of 57.5% of the Optional Securities, at the above office of Xxxxx Xxxxx L.L.P. Any Honixxxx Xxxlxx Xxxwxxxx xxx Cohn. Xxe certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. at Honixxxx Xxxlxx Xxxwxxxx xxx Cohn xx 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number respective aggregate principal amount of Firm Securities set forth opposite the name names of such Selling Stockholder the respective Underwriters in Schedule A heretohereto at a price equal to 97.25% of the aggregate principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from August 14, 2020 to, but excluding, the Closing Date. The Representatives hereby advise the Company that they intend to offer for sale to the public, initially on the terms set forth in the case of a Selling StockholderPricing Prospectus, 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 as soon after this Agreement has been executed and the denominator of which Representatives have determined is the total number of Firm Securitiesadvisable and practicable. The Company and the Selling Stockholders will deliver to the Underwriters one or more certificates representing the Firm Securities to and the Optional Securities (collectively, the “Global Note”), as the case may be, in definitive form registered in such names and denominations as the Representatives for the accounts of the Underwriters, may request against payment by the Underwriters of the purchase price therefor by wire transfer in Federal federal (same day) funds by official to such bank check account or checks or wire transfer to an account at a bank acceptable accounts as the Company shall designate to the Representatives drawn at least two business days prior to the order applicable Closing Date, with any transfer or similar taxes payable in connection with the sale and delivery of certificates or security entitlements for the Company Securities duly paid by the Company. The Global Note in definitive form shall be made available to the case Underwriters for inspection at the New York city offices of the Firm Securities Lxxxxx & Wxxxxxx LLP (or such other place as may be agreed to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanyRepresentatives) not later than 10:00 a.m. (New York City time) one business day immediately preceding the applicable Closing Date or Option Closing Date, as custodian for the Selling Stockholders, in the case of the Firm may be. Securities to be sold represented by one or more definitive global securities in book-entry form will be deposited on the Selling StockholdersClosing Date or the Option Closing Date, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas time, on , or at such other time not later than seven full business days thereafter as the Representatives and case may be, by or on behalf of the Company, with the Depository Trust 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, as amended (the “Exchange ActDTC”) or its designated custodian and registered in the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement name of Cede & Co. The date and time for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates and payment for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as is herein called the Representatives request and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First “Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the .” The Underwriters may purchase all or less than all of the Optional Securities at the purchase Securities, solely to cover over-allotments. The price per Security to be paid for the Firm SecuritiesOptional Securities shall be the Purchase Price plus accrued interest, if any, from August 14, 2020 to, but excluding, the Option Closing Date (as defined below). Each Selling Stockholder agrees, severally and not jointly, The Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number aggregate principal amount of Optional Securities specified in such the written notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company described below and the Selling StockholdersUnderwriters agree to purchase such aggregate principal amount of Optional Securities. Each The option granted hereby may be exercised as to all or any part of the Optional Securities at any time, and from time to time, not more than 30 days subsequent to the date of this Agreement. The option granted hereby may be exercised by written notice being given to the Company by the Representatives setting forth the aggregate principal amount of the Optional Securities to be purchased by the Representatives plus accrued interest and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “. Each date and time for delivery of and payment for the Optional Closing Date”, Securities (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by the Representatives but shall be not earlier than two business days nor later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver Option Closing Date and the Closing Date are herein called the “Closing Dates.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Representatives hereunder. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Securities being purchased on each Optional Closing Date may be varied by agreement between the Company and the Representatives. The several Underwriters propose to offer the Representatives Securities for sale upon the accounts of terms and conditions set forth in 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing DateProspectus.

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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying 1,000,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 Representatives order of Stericycle, Inc. in the case of 1,000,000 shares of Firm Securities and drawn to the order of the Company respective Selling Stockholder in amounts relating to the case number of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the set forth opposite such Selling Stockholders, Stockholder's name in the case of the Firm Securities to be sold by the Selling Stockholders, Schedule A hereto at the office of Xxxxx Xxxxx L.L.P.Skadden, 000 Xxxxxxxxx XxxxxxArps, Xxx Xxxxx XxxxxSlate, XxxxxxxMeagher & Flom LLP ("SKADDEN ARPS") located at Four Times Square, Xxxxx 00000 New Xxxx, at 9:00 A.M.Xew Xxxx 10036 xx 00:00 X.X., HoustonNew York tixx, Texas timexx _________, on 0000, or at such other time xx xx xxxx xxxxx xxme not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"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 (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. Any The 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 CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Skadden, Arps at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Selling Stockholder agreesStockholders agree, severally and not jointly, to 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 Optional Securities shares set forth opposite the names of such Selling Stockholder Stockholders in Schedule A hereto under the caption “"Number of Optional Securities to be Sold” " and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 CSFBC drawn to the order of American Stock Transfer & Trust Company, each Selling Stockholder in amounts relating to the number of Optional Securities being sold by each such Selling Stockholder as custodian for determined pursuant to the Selling Stockholders, two preceding paragraphs at the above office of Xxxxx Xxxxx L.L.P. Any Skadden, Arps. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Skadden, Arps 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ $o per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying o Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 CSFBC drawn to the order of the Company Westport Resources Corporation in the case of the o shares of Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanySecurities, as custodian for the Selling Stockholders, Westport Energy LLC in the case of o shares of Firm Securities, and ERI Investments, Inc. in the case of o shares of Firm Securities to be sold by the Selling StockholdersSecurities, at the office of Xxxxx Xxxxx L.L.P.Cravath, 000 Xxxxxxxxx XxxxxxSwaine & Moorx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 xx o A.M., Houston, Texas New York time, on o , or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"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 (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. Any The 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 CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. at Cravath, Swaine & Moorx xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder The Company agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date.total

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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97% of the Company and principal amount plus accrued interest, if any, from January 31, 2001 the number respective principal amounts of Firm Offered Securities set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto; provided, in however that, not withstanding anything to the case contrary herein, the obligations of a Selling Stockholderthe several Purchasers to purchase and pay for the Offered Securities, 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 obligations of the Company to sell to the Purchasers the Offered Securities pursuant to this Agreement shall be subject to American Tower L.P., American Towers Inc. and Verestar, Inc. (collectively, the "Borrowers") having entered into an amendment to the Credit Agreement (the "Credit Agreement Amendment") which is Credit Agreement Amendment shall permit the total number issuance of Firm Securitiesthe Offered Securities without violating the terms of the Credit Agreement. The Company and the 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 "Offered Global Securities") deposited with The Bank of New York 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 to each of DLJ and SSB by the Company at a bank acceptable to the Representatives each of DLJ and SSB drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxx and Xxxx XXX, 00 Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxxxx, XxxxxxxXxxxxxxxxxxxx xx 9:30 A.M. (Eastern Standard Time) on January 31, Xxxxx 00000 , at 9:00 A.M., Houston, Texas time, on 2001, or at such other time not later than seven full business days thereafter as the Representatives DLJ, SSB and the Company determine, such time being herein referred to as the “First "Closing Date”. For purposes ", against delivery to The Bank of Rule 15c6-1 under the Securities Exchange Act New York as custodian for DTC of 1934, as amended (the “Exchange Act”) 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 Global Securities sold pursuant to representing all of the offeringOffered Securities. Any certificates for the Firm The Offered Global 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 inspection by the Representatives checking at the above New York office of Xxxxx Xxxxx L.L.P. The Bank of New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each the Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each the Selling StockholderShareholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying 2,000,000 Firm Securities in the case of the Company and the number of 4,000,000 Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a the Selling StockholderShareholder, 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 A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders Shareholder will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer transfers to an account accounts at a bank or banks acceptable to the Representatives CSFBC drawn to the order of the Company in the case of the 2,000,000 shares of Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, Shareholder in the case of the 4,000,000 shares of Firm Securities to be sold by the Selling StockholdersSecurities, at the office of Xxxxx Xxxxx L.L.P.Stoel Rives LLP, Standard Insurance Center, 000 Xxxxxxxxx XX Xxxxx Xxxxxx, Xxx Xxxxx Xxxxx0000, XxxxxxxXxxxxxxx, Xxxxx 00000 Xxxxxx 00000, at 9:00 A.M., Houston, Texas New York time, on , 2001, or at such other time not later than seven full business days thereafter as CSFBC, the Representatives Company and the Company Selling Shareholder 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 (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. Any The 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 CSFBC requests and will be made available for inspection checking and packaging by the Representatives Company at the above office of Xxxxx Xxxxx L.L.P. Stoel Rives LLP and by the Selling Shareholder at the office of Philips International B.V., Building V0-1, Groenewoudseweg1, 5621 B.A. Eindhoven, The Netherlands at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders Shareholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Company and the Selling Stockholder agreesShareholder agree, severally and not jointly, to 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 300,000 in the number case of Optional Securities set forth opposite the names Company and 600,000 in the case of such the Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” Shareholder, respectively, and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from each the Company and the Selling Stockholder Shareholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling StockholdersShareholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholders Shareholder 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 CSFBC drawn to the order of American Stock Transfer & Trust Company, as custodian for the Company in the case of 300,000 Optional Securities and the Selling StockholdersShareholder in the case of 600,000 Optional Securities, at the above office of Xxxxx Xxxxx L.L.P. Any Stoel Rives LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection checking and packaging by the Representatives Company at the above office of Xxxxx Xxxxx L.L.P. Stoel Rives LLP and by the Selling Shareholder at the above office of Philips International B.V. 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder$800,000,000 principal amount of the Firm Securities, at a purchase price of $ per share97.00% of the principal amount thereof plus accrued interest, that number of Firm Securities if any, from June 7, 2005 to the First Closing Date (rounded up or downas hereinafter defined), as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the each Underwriter’s name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the 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”) 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 Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Deutsche Bank, as instructed by the Representatives Company, drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanyCephalon, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Inc. at the office of Xxxxx Xxxxx L.L.P.Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx Xxx Xxxx 00000 , at 9:00 A.M., Houston, Texas 10:00 A.M. (New York time), on June 7, 2005, or at such other time not later than seven five full business days thereafter as the Representatives Deutsche Bank 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates Trustee as custodian for DTC of the Firm Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as representing all of the Representatives request and Firm Securities. The Firm Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours Xxxx & Xxxxxxxx prior to the First Closing Date. In addition, upon written notice from the Representatives Deutsche Bank given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid (for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) and may be purchased by the Underwriters only for the sole purpose of covering over-allotments made in connection with the sale of the Firm Securities) all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including accrued interest, if any, thereon from June 7, 2005 to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to Underwriters the principal amount of Optional Securities specified in such notice and 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 principal amount of Firm Securities (subject to adjustment by Deutsche Bank 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 and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives Deutsche Bank to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an 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 Deutsche Bank on behalf of the Representatives several Underwriters but shall not be not later than five ten full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the Representatives 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 the accounts name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the several Underwriters, against payment of the purchase price therefor Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Deutsche Bank, as instructed by the Representatives Company, drawn to the order of American Stock Transfer & Trust CompanyCephalon, as custodian for the Selling Stockholders, Inc. at the above office of Xxxxx Xxxxx L.L.P. Any certificates Xxxx & Xxxxxxxx, or at such other location as the Underwriters and the Company determine, against delivery to the Trustee as custodian for DTC of the Optional Global Securities 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 the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) CSFBC in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying 1,500,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the of 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 Stockholders Custodian (as such term is defined below) will deliver the Firm Securities to the Representatives for the accounts of the 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 CSFBC drawn to the order of the Company in the case of the 1,500,000 shares of Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian Custodian for the respective accounts of the Selling Stockholders, Stockholders in the case of the 2,000,000 shares of Firm Securities to be sold by the Selling StockholdersSecurities, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Professional Corporation, at 9:00 10:00 A.M., Houston, Texas New York time, on December , 1999, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) 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 offering. Any The certificates for the Firm Securities so to be delivered will be in definitive formform if required by CSFBC, in such denominations and registered in such names as the Representatives request CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements ("Custody Agreements") made with BancBoston, N.A., as custodian ("Custodian"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders 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 any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any 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. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agreesThe Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 Trust and the Company and each Selling Stockholder agree, severally and not jointly, to agree that the Trust shall sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderTrust, at a purchase price of $ $50 per shareOffered Security plus accumulated distributions from [ ] to the First Closing Date (as hereinafter defined), that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the respective number of Firm Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders Trust will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Firm Securities in the form of one or more permanent global Securities in definitive form (the "FORM GLOBAL SECURITIES") deposited with the Property 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 Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Calpine Corporation at the office of Skadden, Arps, Slate, Meagxxx & Xlom XXX, 919 Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, XxxxxxxXX 00000-0000, Xxxxx 00000 , at xx 9:00 A.M., Houston(New York time), Texas time, on on, or at such other time not later than seven full business days thereafter as the Representatives 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"FIRST CLOSING DATE", as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates Trustee as custodian for DTC of the Firm Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as representing all of the Representatives request and Firm Securities. The Firm Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Skadden, Arps, Slate, Meagxxx & Xlom XXX, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security liquidation amount of Offered Securities (including any accumulated distributions thereon to the related Optional Closing Date) to be paid for the Firm Securities. Each Selling Stockholder agrees, severally The Trust and not jointly, to the Company agree that the Trust shall 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company Trust and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of 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 The Escrow Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 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 (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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanyCSFB on April 30, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas time, on 2004, or at such other time not later than seven full business days thereafter as the Representatives 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"CLOSING DATE", as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office of O'Melveny & Xxxxx LLP, Times Square Tower, 0 Xxxxx L.L.P. Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to the First Closing Date. In additionAs compensation for the Purchasers' commitments, upon written notice from the Representatives given Issuers will pay to the Company and Purchasers for their proportionate accounts the Selling Stockholders from time to time not more than 30 days subsequent to the date sum of 3% of the Prospectus, the Underwriters may purchase all or less than all aggregate principal amount of the Optional Offered Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) and may be purchased by the Underwriters only Purchasers on the Closing Date as commissions for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesOffered Securities under this Agreement. 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and Such payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by on the Representatives at Merger Date, with respect to the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Offered Securities purchased on the 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 99.221% of the Company and principal amount thereof plus accrued interest from May 21, 2003 to the number Closing Date (as herein after defined), the respective principal amounts of Firm Offered Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 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 (the “Offered 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 Prospectus. Payment for the Offered Securities shall be made by the Underwriters 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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Fxxx Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 Xxx Xxxx 00000, at 9:00 A.M., Houston, Texas New York time, on May 21, 2003, 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 , against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 Global Securities sold pursuant to representing all of the offeringOffered Securities. Any certificates for the Firm The Offered Global 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 inspection by the Representatives checking at the above office offices of Xxxxx Xxxxx L.L.P. Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of Dxxxx Xxxxxxxxxx LLP, New York, New York, 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 CSFB drawn to the order of the Company The Navigators Group, Inc. in the case of the shares of Firm Securities to be issued and sold by the Company and to the order name of American Stock Transfer & Trust Company, each Selling Stockholder as custodian for the Selling Stockholders, set forth on Schedule A hereto in the case of the shares of Firm Securities to be sold by the each Selling StockholdersStockholder, at the office of Xxxxx Xxxxx L.L.P.Dxxxx Xxxxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 New York,, at 9:00 10:00 A.M., Houston, Texas New York time, on , or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) 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 offering. Any The 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 CSFB requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Dxxxx Xxxxxxxxxx LLP, New York, New York, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company Selling Stockholders and the Selling Stockholders Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Selling Stockholders shall have the right in their sole discretion to sell to the Underwriters all or any portion of the Optional Securities to be purchased by the Underwriters as set forth in any such notice. Mxxx X. Tract, Esq., as trustee of the trusts which are the Selling Stockholders, shall notify the Underwriters in writing, using the form of notice attached hereto as Exhibit A, within one business day of receipt of such notice of the amount, if any, of Optional Securities the Selling Stockholders agree to sell to the Underwriters. Any such notice shall be binding on all the Selling Stockholders. Schedule A sets forth the percentage of the Optional Securities to be sold by each Selling Stockholder agreesif any are sold by the Selling Stockholders. In the event that the Selling Stockholders decline to sell the full amount of Optional Securities requested to be purchased by the Underwriters as set forth in any notice provided by the Underwriters in accordance with this paragraph, severally and or if the Selling Stockholders do not jointlydeliver the written notice contemplated by this paragraph within the one business day contemplated, the Company shall be obligated to sell to the Underwriters the respective numbers amount of Optional Securities obtained by multiplying necessary to allow the number Underwriters to purchase in the aggregate the full amount of Optional Securities specified requested in any such notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)notice. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives CSFB to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholders 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 Dxxxx Xxxxxxxxxx LLP, New York, New York, 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 CSFB drawn to the order of American Stock Transfer & Trust CompanyThe Navigators Group, Inc. in the case of the shares of Optional Securities sold by the Company and the name of each Selling Stockholder as custodian for set forth on Schedule A hereto in the case of the shares of Optional Securities sold by each Selling StockholdersStockholder, at the above office of Xxxxx Xxxxx L.L.P. Any Dxxxx Xxxxxxxxxx LLP, New York, New York. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Dxxxx Xxxxxxxxxx LLP, New York, New York, 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe several Purchasers, and each Underwriter of the Purchasers agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97.25% of the Company and principal amount thereof plus accrued interest from November 22, 2010 to the number First Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder in the form of one or more permanent global securities (the “Global Securities”) in definitive form without interest coupons 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 the Global Securities will be held only in book-entry form through DTC except in the limited circumstances described in the Final Offering Circular. Payment for the Firm Securities 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 the Representatives Credit Suisse drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”), 000 Xxxxxxxxx XxxxxxXxxx Xxxx Xxxx, Xxx Xxxxx XxxxxXxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxxxx 00000 , at 9:00 A.M., Houston, Texas 10:00 A.M. (New York time), on November 22, 2010, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Firm Securities. Any certificates for The Global Securities representing all of 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. WSGR at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 13 days subsequent to the date of the Prospectusthis Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. Each Selling Stockholder agreesThe 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 sell to the Underwriters the respective numbers of purchase such 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by CSFB and Citigroup Credit Suisse to eliminate fractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesfractions). 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 the Representatives Credit Suisse to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an 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 the Representatives Representative on behalf of the several Purchasers but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates Payment for the Optional Securities being purchased on each Optional Closing Date shall be made by each Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company at the office of WSGR, at 10:00 A.M. (New York time) (or such other time as agreed to by the Representative and the Company) on such Optional Closing Date, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities representing all of the Optional Securities to be purchased at each Optional Closing Date will be in definitive form, in such denominations and registered in such names as made available for checking at the Representatives request upon reasonable notice above office of WSGR at least 24 hours prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ $[ l ] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) the Representatives, in its their discretion, in order to avoid fractional sharesfractions) obtained by multiplying 6,525,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A B attached hereto, in the case of a Selling Stockholder, in each case by a fraction fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives 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 the Company in the case of the 6,525,000 shares of Firm Securities to be issued and sold by the Company and to the order each of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, Stockholders in the case of the number of shares of Firm Securities to be sold by set forth opposite the name of such Selling StockholdersStockholder in Schedule B attached hereto, at the office of Xxxxx Xxxxx L.L.P.Milbank, Tweed, Xxxxxx & XxXxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxSuite 3000, XxxxxxxLos Angeles, Xxxxx 00000 CA 90017, at 9:00 [ l ] A.M., Houston, Texas New York time, on [ l ], 2013 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, as amended (the “Exchange Act”) , 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 offering. Any certificates for Delivery of the Firm Securities so to shall be delivered will be in definitive form, in such denominations and registered in such names as made through the facilities of DTC unless the Representatives request and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Dateshall otherwise instruct. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Company and the Selling Stockholder agreesStockholders agree, severally and not jointly, to 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 [ l ] Optional Securities in the case of the Company and the number of Optional Securities shares set forth opposite the names of such Selling Stockholder Stockholders in Schedule A B hereto under the caption “Number of Optional Securities to be Sold” ”, in the case of a Selling Stockholder, and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup the Representatives to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup the Representatives to eliminate fractional sharesfractions) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore 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 American Stock Transfer & Trust Company, as custodian for the Company in the case of [ l ] Optional Securities and each of the Selling StockholdersStockholders in the case of the number of shares of Optional Securities set forth opposite the name of such Selling Stockholder in Schedule B attached hereto, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for Milbank, Tweed, Xxxxxx & XxXxxx LLP. Delivery of the Optional Securities being purchased on each Optional Closing Date will shall be in definitive form, in such denominations and registered in such names as made through the facilities of DTC unless the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Dateshall otherwise instruct.

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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97% of the Company and principal amount thereof, the number respective principal amounts of Firm Securities set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the 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") 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 Firm Securities 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 the Representatives CSFBC drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Testx, 000 Xxxxxxxxx Xxrwxxx & Xhibxxxxx, XXP ("TESTX XXXXXXX"), 125 Xxxx Xxxxxx, Xxx Xxxxx XxxxxXxxxxx, XxxxxxxXX 00000, Xxxxx 00000 , at 9:00 A.M., Houston, Texas xx 9:30 A.M. (New York time), on May 23, 2001, or at such other time not later than seven full business days thereafter as the Representatives 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"FIRST CLOSING DATE", as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates Trustee as custodian for DTC of the Firm Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as representing all of the Representatives request and Firm Securities. The Firm Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. at Testx Xxxxxxx xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Offered Securities (including any accrued interest thereon to be paid for the Firm Securitiesrelated Optional Closing Date). Each Selling Stockholder agrees, severally and not jointly, The Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying Purchasers the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Purchasers agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter Purchaser in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) and may be purchased by the Underwriters Purchasers 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 the Representatives CSFBC to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”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”"CLOSING DATE"), shall be determined by CSFBC on behalf of the Representatives several Purchasers but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the Representatives 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 the accounts name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the several Underwriters, against payment of the purchase price therefor Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of American Stock Transfer & Trust Companythe Company at the office of Testx Xxxxxxx, xxainst delivery to the Trustee as custodian for DTC of the Selling Stockholders, at the above office Optional Global Securities representing all of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 Trust and the Company and each Selling Stockholder agree, severally and not jointly, to agree that the Trust shall sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderTrust, at a purchase price of $ per shareOffered Security plus accumulated distributions from , that number of Firm Securities 200- to the First Closing Date (rounded up or downas hereinafter defined), as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the respective number of Firm Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders Trust will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Registered Securities in the form of one or more permanent global securities in definitive form (the "FIRM GLOBAL SECURITIES") deposited with the Property 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 that shall be described in the Prospectus. Payment for the Registered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives [underwriter] drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Calpine Corporation at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, & Xxxxxxx, Xxxxx 00000 1330 Avenue of the Americas, New York, New York, at 9:00 A.M., Houston, Texas A.M. (New York time), on , 200- (the "CLOSING TIME"), or at such other time not later than seven full business days thereafter as the Representatives Representative, the Company and the Company Trust 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 (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and "FIRST CLOSING DATE," against delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates Trustee as custodian for DTC of the Firm Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as representing all of the Representatives request and Registered Securities. The Firm Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxxxx & Xxxxxxx (or such other location as the Representative may direct), at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security liquidation amount of Offered Securities (including any accumulated distributions thereon to the related Optional Closing Date) to be paid for the Firm Securities. Each Selling Stockholder agrees, severally The Trust and not jointly, to the Company agree that the Trust shall 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup the Representative to eliminate fractional sharesfractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesat 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 the Representatives Representative to the Company Trust and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives Representative on behalf of the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the Representatives 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 the accounts name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the several Underwriters, against payment of the purchase price therefor Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives [underwriter] drawn to the order of American Stock Transfer Calpine Corporation at the office of Xxxxxxxxx & Trust CompanyXxxxxxx, against delivery to the Property Trustee as custodian for DTC of the Selling Stockholders, at the above office Optional Global Securities representing all of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date. As compensation for the Underwriters' commitments, the Company will pay to the Representative the sum of $ per Offered Security times the total number of Offered Securities purchased by the Underwriters 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 subject to the terms and conditions herein set forth, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, Stockholder at a purchase price of $ $[_________] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) the Representative in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite (rounded up or down, as determined by the name of such Selling Stockholder Representative in Schedule A heretoits discretion, in order to avoid fractions) obtained by multiplying the case number of a Selling Stockholder, in each case Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B A hereto and the denominator of which is the total number of Firm Securities. Unless all Firm Securities are to be purchased and sold, none shall be purchased and sold. The Company and the Selling Stockholders Stockholder will deliver the Firm Securities to the Representatives Representative for the accounts of the UnderwritersUnderwriters through the facilities of The Depository Trust Company ("DTC"), 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 the Company accounts designated in the case of the Firm Securities to be issued and sold writing by the Company and to the order of American Stock Transfer & Trust Company, as custodian Selling Stockholder for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Stockholder at a bank acceptable to the office Representative. The time and date of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at such delivery and payment with respect to the Firm Securities shall be 9:00 A.M., Houston, Texas New York time, on [___________], or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company Selling Stockholder determine, such time being herein referred to as the “First Closing Date”"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 (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. Any The certificates for the Firm Securities so to be delivered will be in definitive formform (i.e. accompanied by a deed of transfer/stock power, duly executed by the Selling Stockholder and acknowledged by the Company in accordance with its Articles of Association), in such denominations and registered in such names as the Representatives request Representative requests at least 48 hours prior to the First Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. DTC or the Bank of New York, as its designated custodian, in New York City at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each The Selling Stockholder agrees, severally and not jointly, agrees to 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 notice, which amount shall not exceed the numerator of which is the aggregate number of Optional Securities set forth opposite in the names first paragraph of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)this Agreement. Such Optional Securities shall be purchased from each the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup the Representative to eliminate fractional sharesfractions) 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 the Representatives Representative on behalf of the Underwriters to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives Representative but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives Representative for the accounts of the several UnderwritersUnderwriters through the facilities of DTC, 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 the Representatives drawn to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any Representative. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive formform (i.e. accompanied by a deed of transfer/stock power, duly executed by the Selling Stockholder and acknowledged by the Company in accordance with its Articles of Association), in such denominations and registered in such names as the Representatives request Representative requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. DTC or the Bank of New York, as its designated custodian, in New York City at a reasonable time in advance of such Optional Closing Date. The documents to be delivered at each Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof will be delivered at the offices of Latham & Watkins LLP, 233 South Wacker Drive, Chicago, Illinois.

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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto (which shall be in minimum denominations of $2,000 and each Selling Stockholder, an integral multiple of $1,000 in excess thereof) at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”i) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company 2024 Notes, 99.00% of the principal amount of the 2024 Notes, plus accrued and unpaid interest, if any, from September 27, 2018 to the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, Closing Date (as hereinafter defined) and (ii) in the case of a Selling Stockholderthe 2026 Notes, in each case by a fraction 99.00% of the numerator principal amount of which is the number of Firm Securities set forth opposite 2026 Notes, plus accrued and unpaid interest, if any, from September 27, 2018 to the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm SecuritiesClosing Date. The Company and the 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 Federal 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 General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , LLP at 9:00 A.M., Houston, Texas 10:00 A.M. (New York time), on September 27, 2018 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes ,” against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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. The Global Securities sold pursuant to the offering. Any 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price of $ $29.31 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC Corporation (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”"CSFBC") in its discretion, in order to avoid fractional sharesfractions) obtained by multiplying 3,100,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder Shareholder in Schedule A hereto, in the case of a Selling StockholderShareholder, 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. Certificates in negotiable form for the Offered Securities to be sold hereunder by each Selling Shareholder other than XXXxxxx.xxx Inc. have been placed in custody, for delivery under this Agreement, under Custody Agreements made with SunTrust Bank, Atlanta, Georgia, as custodian ("Custodian"). Each such Selling Shareholder agrees that the shares represented by the certificates held in custody for such Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholder 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 any individual Selling Shareholder 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. The Company Company, the Custodian and the Selling Stockholders XXXxxxx.xxx Inc. will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of Xxxxxx & Bird LLP, Atlanta, Georgia, 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 CSFBC drawn to the order of the Company in the case of 3,100,000 shares of Firm Securities, the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, Custodian in the case of the 290,000 shares of Firm Securities to be sold by and XXXxxxx.xxx Inc. in the Selling Stockholderscase of 610,000 shares of Firm Securities, at the office of Xxxxx Xxxxx L.L.P.Xxxxxx & Bird LLP in Atlanta, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Georgia, at 9:00 A.M., Houston, Texas New York time, on August 13, 2001, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended 1934 (the “"Exchange Act”) "), 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 offering. Any The 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 CSFBC requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx & Bird LLP at least 24 hours prior to the First Closing Date. In addition to the foregoing, the Company and each Selling Shareholder agree with First Union Securities, Inc. that on the First Closing Date, the Company and such Selling Shareholder will pay to First Union Securities, Inc., pro rata based on the number of Firm Shares to be sold by it or him pursuant to this Agreement, the $250,000 fee for financial advisory services related to the offering contemplated by this Agreement, as set forth in the letter agreement dated July 20, 2001 between the Company and First Union Securities, Inc. The Company and the Selling Shareholders agree and hereby direct that the applicable amount to be paid to First Union Securities, Inc. as provided in the preceding sentence shall be withheld from the net proceeds otherwise payable to the Company and the Selling Shareholders and that the aggregate amount of $250,000 thus withheld shall be paid over to First Union Securities, Inc. by official bank check or wire transfer on the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Underwriters agree, severally and not jointly, to purchase such Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 CSFBC drawn to the order of American Stock Transfer & Trust the Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any Xxxxxx & Bird LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx & Bird 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 and each Selling Stockholder agree, Issuers severally and not jointly, jointly agree to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderIssuers, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 92.717% of the Company and principal amount thereof plus accrued interest from February 26, 2003 to the number of Firm Securities Closing Date (as defined below), the respective principal amounts set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders Issuers 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 at a bank acceptable to the Representatives account drawn to the order of ON Semiconductor Corporation or as the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, may direct at the office of Cleary, Gottlieb, Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx& Xxxxxxxx ("CGSH"), Xxx Xxxxx Xxxxxxx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx XX 00000 , at 9:00 A.M., Houston, Texas 10:00 A.M. (New York time), on March 3, 2003, or at such other time not later than seven full business days thereafter as the Representatives Xxxxxxx Xxxxx Xxxxxx Inc. 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and "CLOSING DATE," against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. CGSH at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ 20.00 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying 6,250,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas time, on November 1, 2005, 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, as amended (the “Exchange Act”) 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 offering. Any 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 inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”i) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 99.108% of the Company and principal amount thereof of the number 2015 Notes, plus accrued interest from February 9, 2012 to the Closing Date, the respective principal amounts of Firm Securities the 2015 Notes set forth opposite the name names of such Selling Stockholder the Initial Purchasers in Schedule A hereto, in (ii) 98.425% of the case principal amount thereof of a Selling Stockholderthe 2017 Notes, in each case by a fraction plus accrued interest from February 9, 2012 to the numerator Closing Date, the respective principal amounts of which is the number of Firm Securities 2017 Notes set forth opposite the name names of such Underwriter the Initial Purchasers in Schedule B A hereto and (iii) 97.197% of the denominator principal amount thereof of which is the total number 2022 Notes, plus accrued interest from February 9, 2012 to the Closing Date, the respective principal amounts of Firm Securitiesthe 2022 Notes set forth opposite the names of the Initial Purchasers in Schedule A hereto. The Company and the Selling Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the respective purchase price prices the Offered Securities to be purchased by each Initial Purchaser hereunder and to be offered and sold by the Initial Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Offered Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), and as registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the respective purchase prices the Offered Securities to be purchased by each Initial Purchaser hereunder and to be offered and sold by each Initial Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities of each series of Offered Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Offered Securities shall be made by the Initial Purchasers 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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Cravath, Swaine & Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 LLP, at 9:00 10:00 A.M., Houston, Texas New York time, on February 9, 2012, 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 , against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”i) the First Closing Date (if later than Regulation S Global Securities representing all of the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Regulation S Securities sold pursuant to the offering. Any certificates for the Firm respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities so to be delivered will be in definitive form, in such denominations representing all of the offered 144A Securities. The Regulation S Global Securities and registered in such names as the Representatives request and Restricted Global Securities will be made available for inspection by the Representatives checking at the above office of Cravath, Swaine & Xxxxx Xxxxx L.L.P. LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ $[ ] per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number shares of Firm Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto; provided, in however, 100,000 of such Firm Securities (allocated pro rata among the case of a Selling Stockholder, in each case by a fraction Underwriters according to the numerator of which is the number respective numbers of Firm Securities set forth opposite being purchased by such Underwriters on Schedule A) will be sold by the name Company to the Underwriters at a purchase price per share equal to the price to public on the cover page of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm SecuritiesProspectus. The Company and the Selling Stockholders will deliver the Firm Securities to the Representatives for the accounts of the 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 Credit Suisse First Boston LLC ("CSFB") drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Westcorp at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 XX 00000, at 9:00 A.M.10:00 a.m., Houston, Texas New York time, on November __, 2003 or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) 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 offering. Any The 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 CSFB requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agreesThe Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesfractions). 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 the Representatives CSFB to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 CSFB drawn to the order of American Stock Transfer & Trust Company, as custodian for the Selling StockholdersWestcorp, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 96% of the Company and principal amount thereof plus accrued interest from June 29, 2001 to the number Closing Date (as hereinafter defined), the respective principal amounts of Firm the Offered Securities set forth opposite the name names of such Selling Stockholder the several Initial Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 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 Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank designated by the Company and acceptable to the Representatives CSFBC or by official Federal Reserve Bank check or checks drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Cravath, Swaine & Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas A.M. (New York time), on June 29, 2001, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes "CLOSING DATE", against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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. The Global Securities sold pursuant to the offering. Any 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 inspection by the Representatives checking at the above office of Cravath, Swaine & Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe several Purchasers, and each Underwriter of the Purchasers agrees, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97.0% of the Company and principal amount thereof (plus accrued interest from March 24, 2014 if the number settlement occurs after that date), the respective principal amounts of Firm Securities set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Firm Securities in the form of one or more permanent global Securities in registered form without interest coupons (the “Firm Restricted Global Securities”) that will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Memorandum. Payment for the Firm Securities 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 the Representatives Credit Suisse drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx 810 Xxxx Xxxxxx, Xxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000 , at 9:00 xt 10:00 A.M., Houston, Texas (New York time), on March 24, 2014, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offering. Any certificates Trustee as custodian for DTC of the Firm Restricted Global Securities so to be delivered will be in definitive form, in such denominations and registered in such names as representing all of the Representatives request and Firm Securities. The Firm Restricted Global Securities will be made available for inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectusthis Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. Each Selling Stockholder agreesThe 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 sell to the Underwriters the respective numbers of purchase such 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased from each Selling Stockholder the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by CSFB and Citigroup Credit Suisse to eliminate fractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesfractions). 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 the Representatives Credit Suisse to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an 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 Credit Suisse on behalf of the Representatives several Purchasers but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates Payment for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will shall be made available for inspection by each Purchaser by in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Representatives order Company at the above office of Xxxxxx & Xxxxxxx LLP, 810 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx L.L.P. at a reasonable time in advance 00000, against delivery to the Trustee as custodian for DTC of such the restricted global Securities representing all of the Optional Closing DateSecurities.

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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 100% of the Company and principal amount thereof plus accrued interest from September 29, 1999, to the number Closing Date (as hereinafter defined), the respective principal amounts of Firm Dollar Securities set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A heretohereto and, in at a purchase price of 100% of the case principal amount thereof plus accrued interest from September 29, 1999, to the Closing Date, the respective principal amounts of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Euro Securities set forth opposite the name names of such Underwriter the several Purchasers in Schedule B hereto and the denominator of which is the total number of Firm SecuritiesA hereto. The Company and the 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 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 at a bank acceptable to the Representatives CSFBC drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanyWeight Watchers International, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Inc. at the office of Xxxxx Xxxxx L.L.P.Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 XX 00000, at 9:00 A.M., Houston, Texas A.M. (New York time), on September 29, 1999, or at such other time not later than seven full business days thereafter as the Representatives 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", as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxx, Xxxxxxxx & Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each the Selling Stockholder agree, severally and but not jointly, to sell to each Underwriterthe Managers, and each Underwriter agreesthe Managers agree, severally and but not jointly, to purchase from the Company and each the Selling Stockholder, at a purchase price of $ U.S.$ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case of the Company and the number of International Firm Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the name names of such Selling Stockholder the Managers in Schedule A hereto. 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 Custody Agreements made with The Bank of New York, as custodian ("Custodian"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the case Selling Stockholder under such Custody Agreements are subject to the interest of a Selling Stockholder, 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 Underwriters and the denominator Managers hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of which is the total number Selling Stockholder hereunder shall not be terminated by operation of Firm Securitieslaw. The Company and the Selling Stockholders Custodian will deliver the International Firm Securities to the Representatives CSFBC for the accounts of the UnderwritersManagers, against payment of the purchase price in U.S. dollars in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBL drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling StockholdersHosokawa Micron International Inc., in the case of the [534,000] shares of International Firm Securities to be sold by and Hosokawa Micron Corporation in the Selling Stockholders, case of [150,000] shares of International Firm Securities at the office of Xxxxx Xxxxx L.L.P.Proskauer Rose LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 XX 00000-0000, at 9:00 A.M., Houston, Texas New York time, on , or at such other time not later than seven full business days thereafter as the Representatives CSFBL 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, as amended (the “Exchange Act”) 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 offeringU.S. Offering and the International Offering. Any The certificates for the International Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBL requests and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Proskauer Rose LLP, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the ProspectusProspectuses, the Underwriters Managers may purchase all or less than all of the International Optional Securities at the purchase price per Security to be paid for the International Firm Securities. Each Selling Stockholder agreesThe International Optional Securities to be purchased by the Managers on any Optional Closing Date (as defined below) shall be in the same proportion to all the Optional Securities to be purchased by the Managers and U.S. Underwriters on such Optional Closing Date as the International Firm Securities bear to all the Firm Securities. The Company agrees to sell to the Managers such International Optional Securities and the Managers agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such International 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such International Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter Manager in the same proportion as the number of shares of International Firm Securities set forth opposite such Underwriter’s Manager's name bears to the total number of shares of International Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) and may be purchased by the Underwriters Managers only for the purpose of covering over-allotments made in connection with the sale of the International Firm Securities. No Optional Securities shall be sold or delivered unless the International Firm Securities and the U.S. 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 the Representatives Managers and the U.S. Underwriters to the Company Company. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the Selling StockholdersU.S. Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Company. Each time for the delivery of and payment for the International Optional Securities, being herein referred to as 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 the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the International Optional Securities being purchased on each Optional Closing Date to the Representatives CSFBL for the accounts of the several UnderwritersManagers, 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 CSFBL drawn to the order of American Stock Transfer & Trust Company, as custodian for the Selling StockholdersHosokawa Micron International Inc., at the above office of Xxxxx Xxxxx L.L.P. Any Proskauer Rose LLP. The certificates for the International Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request CSFBL requests upon reasonable notice (which shall be at least two full business days) prior to such Optional Closing Date and will be made available for inspection by the Representatives checking and packaging at the above office of Xxxxx Xxxxx L.L.P. Proskauer Rose LLP, at a reasonable time in advance of such Optional Closing Date. The Company will pay to the Managers as aggregate compensation for their commitments hereunder and for their services in connection with the purchase of the International Securities and the management of the offering thereof, if the sale and delivery of the International Securities to the Managers provided herein is consummated, an amount equal to U.S. $ per International Security purchased, which may be divided among the Managers in such proportions as they may determine. Such payment will be made on the First Closing Date in the case of the International Firm Securities and on each Optional Closing Date in the case of the International Optional Securities sold to the Manager on such Closing Date, in each case by way of deduction by the Managers of said amount from the purchase price for the International Securities referred to above.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedin this Agreement, but subject to the terms and conditions herein set forthin this Agreement, the Company agrees to sell to (A) the Initial Purchasers, and each Selling Stockholder agreethe Initial Purchasers agree to purchase, severally and not jointly, from the Company, the respective principal amount of the Class A Notes set forth opposite their respective names in Schedule A to sell to each Underwriterthis Agreement, at the purchase price specified in Schedule A and (B) Deutsche Bank and JPMorgan, and each Underwriter agreesDeutsche Bank and JPMorgan agree to purchase, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case respective principal amount of the Company and the number of Firm Securities Class B Notes set forth opposite the name of such Selling Stockholder their respective names in Schedule A heretoto this Agreement, in at the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter purchase price specified in Schedule B hereto and the denominator of which is the total number of Firm Securities. A. The Company and the 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 initially represented by one or more global Securities in definitive form (the “Global Securities”), deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and, in the case of the Global Securities to be sold in the United States, registered in the name of Cede & Co., as nominee for DTC or, in the case of Global Securities sold in offshore transactions, registered in the name of a nominee of DTC for the accounts of the Euroclear System (“Euroclear”) and Clearstream Bank, société anonyme (“Clearstream”). Payment for the Offered Securities shall be made by the Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Initial Purchasers by the Company at a bank acceptable to the Representatives drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, Initial Purchasers at the office of Xxxxx Xxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 Xxx Xxxx 00000-0000, at 9:00 A.M., Houston, Texas 11:00 A.M. (New York time), on July 28, 2011, or at such other time not later than seven (7) full business days Business Days thereafter as the Representatives Initial Purchasers and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes , against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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. The Global Securities sold pursuant to the offering. Any 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 inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case % of the Company and principal amount thereof plus accrued interest from to the number Closing Date (as hereinafter defined) the respective principal amounts of Firm the Initial Securities set forth opposite the name names of such Selling Stockholder the several Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Initial Securities to be offered and sold by the Underwriters 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 Prospectus. Payment for the Initial Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust CompanySilverleaf Resorts, as custodian for the Selling StockholdersInc., in the case of the Firm Securities to be sold by the Selling Stockholdersaccount number _____________, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , counsel for the Underwriters at 9:00 A.M., Houston, Texas A.M. (New York time), on ________ __, 1998, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First "Closing Date”. For purposes ", against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all of 1934, as amended (the “Exchange Act”) 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. The Global Securities sold pursuant to the offering. Any 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, (i) at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case [ ]% of the Company and principal amount thereof plus accrued interest, if any, from [], 20[ ] to the number Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities the 20[ ] Bonds set forth opposite the name names of such Selling Stockholder the several Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price for each of the 20[ ] Bonds to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons (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 the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the 20[ ] Bonds shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 10:00 A.M., Houston, Texas (New York time), on [ ], 20[ ], or at such other time not later than seven full business days thereafter as the Representatives Underwriters 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxx L.L.P. Xxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, Issuers severally and not jointly, jointly agree to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and each Selling StockholderIssuers, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 94.237195% of the Company and principal amount thereof plus accrued interest from May 1, 2002 to the number of Firm Securities Closing Date (as defined below), the respective principal amounts set forth opposite the name names of such Selling Stockholder the several Purchasers in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders Issuers 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 at a bank acceptable to the Representatives account drawn to the order of ON Semiconductor Corporation or as the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, may direct at the office of Xxxxx Xxxxx L.L.P.Cleary, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, XxxxxxxGottlieb, Xxxxx 00000 & Xxxxxxxx ("CGSH"), One Liberty Plaza, New York, NY 10006 at 9:00 A.M., Houston, Texas 10:00 A.M. (New York time), on May 6, 2002, or at such other time not later than seven full business days thereafter as the Representatives 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and "CLOSING DATE," against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. CGSH at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder of the Guarantors agree, severally jointly and not jointlyseverally, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholderthe Guarantors, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case [ ]% of the Company and principal amount thereof plus accrued interest from [ ], 2002 to the number Closing Date (as hereinafter defined), the respective principal amounts of Firm Offered Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 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 notes in definitive form (the "Offered 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 notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , Xxxxxxxxxx LLP at 9:00 10:00 A.M., Houston, Texas (New York time), on [ ], 2002, or at such other time not later than seven full business days thereafter as CSFBC, the Representatives Company and the Company Guarantors determine, such time being herein referred to as the “First "Closing Date”. For purposes of Rule 15c6-1 under ," against delivery to the Securities Exchange Act of 1934Trustee, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date custodian for payment DTC, of funds and delivery of securities for all the Offered Global Securities sold pursuant to representing all of the offeringOffered Securities. Any certificates for the Firm The Offered Global 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Xxxxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 97.0% of the Company and principal amount thereof plus accrued interest from June 27, 2001 to the number First Closing Date (as defined herein), the respective principal amounts of Firm Securities set forth opposite the name names of such Selling Stockholder the Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the 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") and registered in the name of Cede & Co., as nominee for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters 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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling StockholdersCredit Suisse First Boston Corporation ("CSFBC"), at the office offices of Xxxxx Xxxxx L.L.P.Xxxxxx Xxxxxx & Xxxxxxx, 000 Xxxxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, Xxxxxxx, Xxxxx 00000 Xxx Xxxx 00000, at 9:00 A.M., Houston, Texas New York time, on June 27, 2001, or at such other time not later than seven full business days thereafter as the Representatives 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 Firm Global Securities representing all of the Firm Securities. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , 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 offering. Any certificates for the The Firm Global 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 inspection by the Representatives checking at the above office offices of Xxxxx Xxxxx L.L.P. Xxxxxx Xxxxxx & Xxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Firm Securities (including any accrued interest thereon to the related Optional Closing Date (as defined herein)) to be paid for the Firm Securities. Each Selling Stockholder agreesThe Company agrees to sell to the Underwriters the amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of purchase such 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares)Securities. Such Optional Securities shall be purchased purchased, if at all, from each Selling Stockholder the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name in Schedule A hereto bears ---------- to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup CSFBC to eliminate fractional sharesfractions) 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 the Representatives CSFBC to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the Representatives 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 the accounts name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the several Underwriters, against payment of the purchase price therefor Underwriters 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any CSFBC. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives checking at the above office offices of Xxxxx Xxxxx L.L.P. Xxxxxx Xxxxxx & Xxxxxxx 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholderCompany, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 99.116% of the Company and principal amount thereof, the number respective principal amount of Firm the Offered Securities set forth opposite the name names of such Selling Stockholder the several Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwritersdeliver, against payment of the purchase price and the Reimbursement (as defined in Section 5(l)(iii)), the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons (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 the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment of the purchase price for the Offered Securities and the Reimbursement shall be made by the Representatives in a single combined payment in Federal (same day) funds 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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholdersat 10:00 a.m., in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 , at 9:00 A.M., Houston, Texas (New York time), on January 30, 2019, 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. For purposes Certificates, legal opinions and other documents evidencing the performance and satisfaction by the Company of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) conditions and covenants to be performed and satisfied by it hereunder shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant delivered to the offeringRepresentatives at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office such offices of Xxxxx Xxxxx L.L.P. Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and each Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholderthe Offered Securities, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) in its discretion, in order to avoid fractional shares) obtained by multiplying Firm Securities in the case 99.007% of the Company and principal amount thereof, the number respective principal amounts of Firm the Offered Securities set forth opposite the name names of such Selling Stockholder the several Underwriters in Schedule A hereto, in the case of a Selling Stockholder, 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 Stockholders will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons (the “Global Securities”) deposited with the Trustee as custodian for the Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Representatives 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 in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the office of Xxxxx Xxxxx L.L.P.Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxxx XxxxxXxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 00000, at 9:00 10:00 A.M., Houston, Texas (New York time), on March 25, 2008, 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, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities. Any certificates for the Firm The Global 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 inspection by the Representatives checking at the above office of Xxxxx Xxxxx L.L.P. Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Each Selling Stockholder agrees, severally and not jointly, to 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 Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractional shares) 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 the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders 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 American Stock Transfer & Trust Company, as custodian for the Selling Stockholders, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives 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 and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC (“CSFB”) and Citigroup Global Markets Inc. (“Citigroup”) the Representatives in its their discretion, in order to avoid fractional sharesfractions) obtained by multiplying Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, 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 Custodian and the Selling Stockholders AEA EWT Holdings LP, as applicable, will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwritersseveral Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters 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 in the case of the Firm Securities to be issued and sold accounts specified by the Company Custodian and to the order of American Stock Transfer & Trust CompanyAEA EWT Holdings LP, as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholdersapplicable, at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 Xxxxxx & Xxxxxxx LLP, at 9:00 A.M.a.m., Houston, Texas New York time, on , 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, as amended (the “Exchange Act”) , 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 offering. Any certificates for The Custodian and AEA EWT Holdings LP, as applicable, shall deliver the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as through the facilities of DTC unless the Representatives request shall otherwise instruct. The Custodian and will be made available for inspection by AEA EWT Holdings LP, as applicable, shall deliver the Firm Securities through the facilities of DTC unless the Representatives at the above office of Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Dateshall otherwise instruct. In addition, upon written notice from the Representatives given to the Company each of AEA Holdings LP and the Selling Stockholders Attorneys-in-Fact from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. Each Following such notice, the Selling Stockholder agreesStockholders each agree, severally and not jointly, to sell to the Underwriters and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders 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 Optional Securities shares set forth opposite the names of such Selling Stockholder Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by CSFB and Citigroup the Representatives to eliminate fractional sharesfractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup the Representatives to eliminate fractional sharesfractions) 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 the Representatives to the Company each of AEA Holdings LP and the Selling StockholdersAttorneys-in-Fact. Each time for the delivery of and payment for the Optional Securities, being herein referred to as 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 the Representatives but shall be not earlier than two nor later than five seven full business days after written notice of election to purchase Optional Securities is given, nor in any event prior to the First Closing Date, unless the Representatives and the Selling Stockholders agree in writing. The Selling Stockholders Custodian and AEA EWT Holdings LP, as applicable, will deliver the Optional Securities being purchased on each Optional Closing Date 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 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 accounts specified by the order of American Stock Transfer & Trust CompanyCustodian and AEA EWT Holdings LP, as custodian for the Selling Stockholdersapplicable, at the above office of Xxxxx Xxxxx L.L.P. Any certificates for Xxxxxx & Xxxxxxx LLP. The Custodian and AEA EWT Holdings LP, as applicable, shall deliver the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as through the facilities of DTC unless the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the Representatives at the above office of Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Dateshall otherwise instruct.