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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 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 Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to 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 agrees to sell to the Initial each Purchaser, and the Initial each Purchaser agrees agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 96.218% of the increase principal amount thereof, the principal amount of the Offered Securities set forth opposite the name of such Purchaser in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A SecuritiesREGULATION S SECURITIES") in the form of one or more permanent global securities in registered form without interest coupons (the "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 Euroclear Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A under the Securities Act (the "144A SECURITIES") in the form of one permanent global security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global 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 Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Salomon Smith Barney Inc. and Credit Suisse First Boston LLC and desigxxxxx xx xxxxixx xx the Initial Purchaser drawn Company, not less than 48 hours prior to the order of the Company Closing Date, at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29March 5, 1998 2003, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Salomon Smith Barney Inc., Credit Suisse First Boston LLC and the Company determineCompxxx xxxxxxxxx, such xxxx time being herein referred to as the "Closing Date", CLOSING DATE," against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Andrews & Xeinxxx xx Kurth L.L.P. in Houston, Texas at least 24 hours prior to the Closing Datethx Xxxxxng Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 96.5688% of the principal amount thereof plus the increase in accreted valueaccrued interest from June 10, if any, on the Notes from April 29, 1998 2016 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities 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 and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (the "Regulation S Securities"“Euroclear”) shall and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representative drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx Xxxx & XeinxxxXxxxxxxx LLP, 00 Pxxx Xxxxxx000 Xxxxxxxxx Xxx., Xxx Xxxx, XX xx 00000 at 9:00 A.M., (New York time), on April 29June 10, 1998 2016, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company Issuers determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial Purchaser, Purchasers and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 95.964% of the principal amount thereof plus the increase in accreted value, if any, on the Notes accrued interest from April 299, 1998 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more temporary global Securities in registered form without interest coupons (the "Regulation S Temporary 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, societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities security 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 Firm Regulation S Temporary Global Securities and the Restricted Global 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 Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.Offering

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaser, Purchaser and the Initial Purchaser agrees herein to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 99.237% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 291, 1998 2008 to the Closing Date (as hereinafter defined), the principal amount of Offered Securities set forth opposite the name of the Initial Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more 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 Euroclear S.A./N.V. (“Euroclear”), and Clearstream Banking, Société Anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchaser hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "Rule “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 Firm Offered Regulation S Global Securities and the Restricted Global 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 Preliminary Offering DocumentMemorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Offered Regulation S (the "Regulation S Securities") shall Global Securities may only be issued held by Euroclear and Clearstream, Luxembourg. Interests in definitiveany permanent global Securities will be held only in book-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Preliminary Offering DocumentMemorandum and the Final Offering Memorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to specified in writing by the Initial Purchaser drawn to the order of the Company Company, at the office of Cahixx Xxxxxx Sxxxxxx Xxxxxxx & XeinxxxBxxxxxxx LLP, 00 Pxxx 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., Xxx Xxxx at 10:00 a.m. (New York time), on April 291, 1998 2008, or at such other place or time not later than seven five full business days thereafter as the Initial Purchaser and the Company jointly determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Offered Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Sxxxxxx Xxxxxxx & Xeinxxx xx Bxxxxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.6125% of the principal amount thereof plus the increase in accreted value, if any, on the Notes accrued interest from April 291, 1998 2005 to the Closing Date (as hereinafter defineddefined below), the respective principal amounts of the Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 “Regulation S Global Securities”), which 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 Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" ” in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFB drawn to the order of the Company at the office of Cahixx Xxxxxx Vxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx Exxxxx L.L.P. at 9:00 A.M., A.M. (New York time), on April 298, 1998 2005, or at such other place or time not later than seven five full business days thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Vxxxxx & Xeinxxx xx Exxxxx L.L.P. at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 103.305% of the principal amount thereof plus the increase in accreted valueaccrued interest from August 13, if any, on the Notes from April 29, 1998 2003 to the Closing Date (as hereinafter defined)the respective principal amounts of Offered Securities set forth opposite the names of the Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 temporary global Securities in registered form without interest coupons (the “Temporary Regulation S Global Securities”) which 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 Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Temporary Regulation S Global Securities and the Restricted Global 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 Offering Document. Offered Interests in any permanent global Securities sold will be held only in reliance on Regulation S (book-entry form through DTC, except in the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Temporary Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Initial Purchaser drawn to the order of the Company representatives, at the office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., Xxxxx LLP at 9:30 a.m. (New York time)) on November 21, on April 292003, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Purchasers and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Temporary Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial PurchaserPurchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97% of the principal amount thereof plus the increase in accreted valueaccrued interest from July 25, if any, on the Notes from April 29, 1998 2011 to the First Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Initial each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities notes in definitive form without interest coupons (the "“Firm Restricted Global Securities"”) deposited with the Trustee as custodian for 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 DocumentCircular. Offered Interests in any Firm Restricted Global Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through DTC, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Firm Securities shall be made by the Initial Purchaser Purchasers in Federal federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxxx LLP at 10:00 A.M., (New York time), on April 29July 25, 1998 2011, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“First Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of the Firm Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Firm Securities. The Firm Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xeinxxx xx Xxxx LLP at least 24 hours prior to the First Closing Date.. In addition, upon written notice from Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Purchaser in the same proportion as the principal amount of Firm Securities set forth opposite such Purchaser’s name in Schedule A hereto bears to the total principal amount of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse on behalf of the several Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. Payment for the Optional Securities being purchased on each Optional Closing Date and to be offered and sold by each Purchaser 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 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, against delivery to the Trustee in the form of one or more permanent global notes in definitive form without interest

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97% of the principal amount plus the increase in accreted valueaccrued interest, if any, on from January 31, 2001 the Notes from April 29respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto; provided, 1998 however that, not withstanding anything to the Closing Date contrary herein, the obligations of the several Purchasers to purchase and pay for the Offered Securities, and the 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. (as hereinafter defined)collectively, the "Borrowers") having entered into an amendment to the Credit Agreement (the "Credit Agreement Amendment") which Credit Agreement Amendment shall permit the issuance of the Offered Securities without violating the terms of the Credit Agreement. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Securities in definitive form without interest coupons (the "Restricted Offered Global Securities") deposited with the Trustee The Bank of New York as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Interests in any permanent global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official 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 Initial Purchaser each of DLJ and SSB drawn to the order of the Company at the office of Cahixx Xxxxxx & XeinxxxXxxx and Xxxx XXX, 00 Pxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxx, XX Xxxxxxxxxxxxx xx 9:00 A.M.9:30 A.M. (Eastern Standard Time) on January 31, (New York time)2001, on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser DLJ, SSB and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee The Bank of New York as custodian for DTC of the Restricted Offered Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Offered Global Securities and the Regulation S Securities will be made available for checking at the above New York office of Cahixx Xxxxxx & Xeinxxx xx The Bank of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the each Initial Purchaser, and the each Initial Purchaser agrees agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 99.036% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on from June 7, 2011, the Notes from April 29, 1998 to respective principal amounts of Offered Securities set forth opposite the Closing Date (as hereinafter defined)name of such Initial Purchaser in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities in definitive registered form without interest coupons (the "“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 registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one or more permanent global securities in registered 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn Representatives and designated in writing by the Partnership, not less than 48 hours prior to the order of the Company Closing Date, at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., a.m. (New York City time), on April 29June 7, 1998 2011, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company Partnership determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxx Lord Bissell & Liddell LLP, 000 Xxxxxx & Xeinxxx xx Xxxxxx, Houston, Texas, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.168% of the aggregate principal amount thereof plus the increase in accreted valueaccrued interest from December 20, if any, on the Notes from April 29, 1998 2016 to the Closing Date (as hereinafter defined), the respective principal amount of the Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities Notes 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 “Regulation S Global Securities”) which will be deposited on the Closing Date 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company Representative at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX xx Xxxxx 00000, at 9:00 A.M., (New York time), on April 29December 20, 1998 2016, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial PurchaserPurchasers, and the Initial each Purchaser agrees agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 99.337% of the principal amount of the 2016 Senior Notes and 99.035% of the principal amount of the 2036 Senior Notes, plus the increase accrued interest, in accreted valueeach case, if any, on the Notes from April 29October 10, 1998 2006 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "Rule “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 Firm Offered Regulation S Global Securities and the Restricted Global 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 Preliminary Offering DocumentCircular and 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 sold Securities, interests in reliance on the Offered Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Preliminary Offering DocumentCircular and the Final Offering Circular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to specified in writing by the Initial Purchaser drawn to the order of the Company Company, at the office offices of Cahixx Xxxxxx Xxxxxxx Xxxxxxx & XeinxxxXxxxxxxx LLP, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxx Xxxx at 10:00 A.M., (New York time), on April 29October 10, 1998 2006, or at such other place or time not later than seven five full business days thereafter as the Initial Purchaser Representatives and the Company jointly determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Offered Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office offices of Cahixx Xxxxxx Xxxxxxx Xxxxxxx & Xeinxxx xx Xxxxxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.375% of the principal amount thereof plus the increase in accreted valueaccrued interest from November 18, if any, on the Notes from April 29, 1998 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global securities in registered form without interest coupons (the "Restricted 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. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A Regulation S Securities") in the form of one or more permanent global securities Offered Securities in definitive registered form without interest coupons (the "Restricted Regulation S Global Securities") which will be deposited with the Trustee as custodian for 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 societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFBC drawn to the order of the Company AmerisourceBergen Corporation at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 00000 at 10:00 A.M., (New York time), on April 29November 18, 1998 2002, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx at least 24 hours prior to the 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 forth, the Company agrees to sell to the Initial Purchasereach Underwriter and each Underwriter, severally and the Initial Purchaser not jointly, agrees to purchase from the Company all of the Offered SecuritiesCompany, at a the price and with the terms set forth in SCHEDULE B, the principal amount of Offered Securities set forth in SCHEDULE A opposite the name of such Underwriter, plus any additional amount of Offered Securities which such Underwriter may become obligated to purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 pursuant to the Closing Date (as hereinafter defined)provisions of Section 9 hereof. The Company will deliver against payment of the purchase price prices the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global SecuritiesGLOBAL SECURITIES") deposited with the Trustee as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, and to be credited to each Underwriter's account with DTC. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" Interests in any permanent global securities will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentProspectus. Payment for the Offered Securities shall be made by the Initial Purchaser delivery by Salomon Smith Barney Inc. in Federal federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to xx xx xxxxxxt xx x bank, designated by the Initial Purchaser drawn to Company and open for the order receipt of funds (and verification of the Company receipt of funds), at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., a.m. (New York time), on April 29August 26, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine2002, such time being herein referred to as the "Closing DateCLOSING DATE", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. It is understood that each Underwriter has authorized Salomon Smith Barney Inc. for its account to accept delivery of, receixx xxx, xxx xaxx xxxment of the purchase price for, the Offered Securities which it has agreed to purchase. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx DTC or its designated custodian (the "DESIGNATED OFFICE") at least 24 hours one business day prior to the Closing Date. The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6, including the cross-receipt for the Offered Securities and any additional documents requested by the Representatives pursuant to Section 6, will be delivered at the offices of Palmer & Dodge LLP, 111 Huntington Avenue, Boston, MA 02199, and the Oxxxxxx Securities wixx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxe, all at 9:00 a.m. 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97.5% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29May 22, 1998 to the Closing Date (as hereinafter defined)) the respective principal amounts of Firm Securities set forth opposite the names of the several Purchasers in Schedule C hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities to be offered and sold by the Initial Purchaser Purchasers (i) in reliance on Rule 144A under the Securities Act (the "Rule Firm 144A Securities") issued in the form of one or more permanent global securities security 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 Firm Restricted Global Securities shall include , and bearing the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Offered Securities sold Document and (ii) in reliance on Regulation S (the "Firm Regulation S Securities") shall be issued in definitive, fully registered fromform, in such denominations and registered in such names as the Initial Purchaser CSFBC requests and shall bear bearing the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Firm Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFBC drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time)Genzyme Corporation , on April 29May 22, 1998 1998, or at such other place or time not later than seven full business days thereafter thereafter, as the Initial Purchaser CSFBC and the Company determine, such time being herein referred to as the "Closing Date", ," against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities permanent global security in definitive form representing all of the Rule Firm 144A Securities and (ii) delivery to the Initial Purchaser Purchasers of definitive fully registered certificates representing all of the Firm Regulation S SecuritiesSecurities at the office of Cahixx Xxxxxx & Xeinxxx xx 9:00 A.M. (New York time). The Restricted Global certificates representing the Firm 144A Securities and the Firm Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the First Closing Date.

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 the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase purchase, severally and not jointly, from the Company all Company, the respective principal amount of the Offered SecuritiesSecurities set forth opposite their respective names in Schedule A to this Agreement, at a the purchase price of $667.64 per Unit plus the increase specified in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined). Schedule A. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold initially represented by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Securities in definitive form without interest coupons (the "Restricted “Global Securities") ”), deposited with the Trustee as custodian for DTC and 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. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" DTC or, in the Offering Document. Offered case of Global Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitiveoffshore transactions, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests name of a nominee of DTC for the accounts of the Euroclear System (“Euroclear”) and shall bear Clearstream Banking, société anonyme (“Clearstream”). Interests in any Global Security will be held only in book-entry form through DTC, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official 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 Initial Purchaser Purchasers or official check or checks drawn to the order of the Company Rental Car Finance Corp. at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000-0000, xx 9:00 A.M., 11:00 A.M. (New York time), on April 2921, 1998 2005, or at such other place or time not later than seven (7) full business days thereafter as the Initial Purchaser Purchasers and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking inspection at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers and each of the Purchasers agrees, severally and the Initial Purchaser agrees not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 97.9% of the increase principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities notes 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global notes 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global notes will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an the account at a bank acceptable specified in writing by the Company two days prior to the Initial Purchaser drawn to the order of the Company Closing Date at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx XxxxL.L.P., XX xx 9:00 2500 First City Tower, 0000 Xxxxxx Xxxxxx, Houston, Texas 77002 at 10:00 A.M., (New York time), on April 29September 27, 1998 2010, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On The Company agrees to sell to the Underwriters, and on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees to sell to the Initial PurchaserUnderwriters agrees, severally and the Initial Purchaser agrees not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 99.245% of the principal amount of the Offered Securities, plus the increase in accreted valueaccrued interest from August 10, if any, on the Notes from April 29, 1998 2009 to the Closing Date (as hereinafter defined)in the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 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 The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any permanent Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentFinal Prospectus, the Registration Statement and the Time of Sale Information. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to the Initial Purchaser drawn to the order of the Company Representatives at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., 10:30 A.M. (New York City time), on April 29August 10, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine2009, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office offices of Cahixx Xxxxxx Xxxxxx & Xeinxxx xx least 24 hours Xxxxxxx LLP not later than 2:00 p.m., New York City time, on the Business Day prior to the Closing Date. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Offered Securities (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters agree, severally and not jointly, to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit 99.222% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29June 19, 1998 2015 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted “Global Securities"”) deposited with the Trustee as custodian for DTC The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in the Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentDisclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Underwriters drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.10:00 a.m., (New York time), on April 29June 19, 1998 2015, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Underwriters and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesPartnership, at a purchase price of $667.64 per Unit 98.5% of the aggregate principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29July 14, 1998 2020 to the Closing Date (as hereinafter defined), the respective principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes 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 “Regulation S Global Securities”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants and registered in the name of Cede & Co., as nominee for DTC. The Partnership will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representative drawn to the order of the Company Representative at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX xx 9:00 A.M.Xxxxx 00000, at 10:00 A.M. (New York time), on April 29July 14, 1998 2020, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company Partnership determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 92.134% of the increase principal amount thereof, the respective principal amounts of Securities set forth opposite the names of the several Purchasers in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx Shearman & XeinxxxSterling LLP, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxx Xxxx 00000, at 10:00 A.M., (New York time), on April 29June 24, 1998 2009, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Shearman & Xeinxxx xx Sterling LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedagreements, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers and each of the Purchasers agrees, severally and the Initial Purchaser agrees not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.25% of the principal amount thereof plus the increase in accreted valueaccrued interest from June 7, if any, on the Notes from April 29, 1998 2011 to the Closing Date (as hereinafter defined)) the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Offered Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx Xxxx & XeinxxxXxxxxxxx, 00 Pxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 00000 at 9:00 A.M., A.M. (New York time), on April 29June 7, 1998 2011, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Offered Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 97.903% of the increase principal amount of the Offered Securities, the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule I hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities 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 Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear System, and Clearstream Banking S.A. (“Clearstream”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm ​ Regulation S Global Securities and the Restricted Global 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 General Disclosure Package and Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream or DTC, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn Representatives previously designated to the order of Purchasers by the Company Company, at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29August 18, 1998 2021, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedset forth herein, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial PurchaserPurchasers, and the Initial each Purchaser agrees agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.94% of the principal amount of the Offered Securities, plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29January 24, 1998 2008 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more 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 Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A (“Rule 144A”) under the Securities Act (the "Rule “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 Firm Offered Regulation S Global Securities and the Restricted Global 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 Preliminary Offering DocumentMemorandum and the Final Offering Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Offered Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Preliminary Offering DocumentMemorandum and the Final Offering Memorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to specified in writing by the Initial Purchaser drawn to the order of the Company Company, at the office offices of Cahixx Xxxxxx Sxxxxxx Xxxxxxx & XeinxxxBxxxxxxx LLP, 00 Pxxx 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.Xxx Xxxx at 10:00 a.m., (New York time), on April 29January 24, 1998 2008, or at such other place or time not later than seven five full business days thereafter as the Initial Purchaser Representatives and the Company jointly determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Offered Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office offices of Cahixx Xxxxxx Sxxxxxx Xxxxxxx & Xeinxxx xx Bxxxxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, (i) at a purchase price of $667.64 per Unit 99.675% of the principal amount thereof plus the increase in accreted valueaccrued interest from December 20, if any, on the Notes from April 29, 1998 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Floating Rate Notes set forth opposite the names of the Underwriters in Schedule A hereto and (ii) at a purchase price of 99.522% of the principal amount thereof plus accrued interest from December 20, 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of the 4.20% Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price of the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons Securities (the "Restricted “Global Securities"”) deposited with the Trustee as custodian for DTC The Depository Trust Company (the “DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any permanent Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentProspectus. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representatives drawn to the order of the Company Washington Mutual, Inc. at the their office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 at 10 A.M., (New York time), on April 29December 20, 1998 2004, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Cleary, Gottlieb, Xxxxx & Xeinxxx xx Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 93.583% of the principal amount thereof plus the increase in accreted valueaccrued interest from February 9, if any, on the Notes from April 29, 1998 2011 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx Xxxx & XeinxxxXxxxxxxx LLP, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx X.X. 00000 at 9:00 A.M., (New York time), on April 29February 9, 1998 2011 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.00% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29February 19, 1998 2014 to but excluding the Closing Date (as hereinafter defined). , the respective principal amounts of securities set forth opposite the names of the several Purchasers in Schedule A hereto. (a) The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities 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 the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering Document. Circular. (b) Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same same-day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office offices of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.Xxxxx LLP at 10:00 a.m., (New York City time), on April 29February 19, 1998 2014 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters agree, severally and not jointly, to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit 98.90% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29December 1, 1998 2022 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. In addition, the Underwriters shall make a payment to the Company in an amount equal to $550,000 in respect of certain expenses incurred by the Company in connection with the offering of the Offered Securities (the “Reimbursement Amount”). The Company will deliver against payment of the purchase price and the Reimbursement Amount for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted “Global Securities"”) deposited with the Trustee as custodian for DTC The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in the Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentDisclosure Package and the Prospectus. Payment for the Offered Securities and the Reimbursement Amount shall be made by the Initial Purchaser Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Underwriters drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.10:00 a.m., (New York time), on April 29December 1, 1998 2022, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Underwriters and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesPartnership, at a purchase price of $667.64 per Unit 99.000% of the aggregate principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29October 19, 1998 2023 to the Closing Date (as hereinafter defined), the respective principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes 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 “Regulation S Global Securities”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants and registered in the name of Cede & Co., as nominee for DTC. The Partnership will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the General Disclosure Package and the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the General Disclosure Package and the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representative drawn to the order of the Company Representative at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx 000 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX xx Xxxxxxx, Xxxxx 00000, at 9:00 A.M., (New York time), on April 29October 19, 1998 2023, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company Partnership determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all the principal amount of Offered Securities set forth opposite the Offered Securities, names of such Purchasers on Schedule A hereto at a purchase price of $667.64 per Unit plus 97.50% of the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)principal amount thereof. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each 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 “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 Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security 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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers and shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn CSFB to the order of the Company at the New York office of Cahixx Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx Fxxx LLP at 9:00 A.M., A.M. (New York time), on April 29January 16, 1998 2004, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xeinxxx xx Fxxx LLP at least 24 hours prior to 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 agrees Issuers or agree to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 97% of the principal amount thereof (the "Purchase Price") plus the increase in accreted valueaccrued interest from August 11, if any, on the Notes from April 29, 1998 2003 to the First Closing Date (as hereinafter defined)) U.S. $175,000,000 principal amount of the Firm Securities in the respective amounts set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Securities in definitive form without interest coupons with the Guarantee affixed thereto (the "Restricted 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 wire transfer to an account at a bank acceptable to CSFB on August 11, 2003, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the "First Closing Date", against delivery to the Trustee as custodian for DTC of the Firm Securities representing all of the Firm Securities. The Firm Securities will be made available for checking at the office of O'Melveny & Xxxxx, 00 Xxxxxxxxxxx Xxxxx, New York, New York 10012 at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreement the Purchasers may purchase all or less than all of the Optional Securities at the Purchase Price (including any accrued interest thereon to the related Optional Closing Date (as defined below) to be paid for the Firm Securities; provided, however, that Optional Securities may not be issued in whole or in part after the period which ends 13 days after the date hereof unless the Purchasers determine that such Optional Securities would not be treated as having been issued with "original issue discount" for purposes of Sections 1271-1275 of the Code and the applicable Treasury regulations promulgated thereunder. The Company agrees to sell to the Purchasers the principal amount of Optional Securities specified in such notice and the Purchasers agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Issuers for the account of each Purchaser in the same proportion as the amount of Firm Securities set forth next to such Purchaser's name in Schedule A hereto bears to the total number of Offered 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 CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFB but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global Securities in definitive form (each, an "Optional Global Security") deposited with the Trustee as custodian for DTC and registered in 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 Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered such Optional Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", CSFB against (i) delivery to the Trustee as custodian for DTC of the Restricted Optional Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Optional Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 104.41% of the principal amount thereof plus the increase in accreted valueaccrued interest from May 6, if any, on the Notes from April 29, 1998 2004 to the Closing Date (as hereinafter defined)Date, the Offered Securities. The Company will deliver against payment of the purchase price the Offered Securities Securities, with the Guarantees endorsed thereon, to be purchased by the Purchaser hereunder and to be offered and sold by the Initial Purchaser 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 "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 Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities, with the Guarantees endorsed thereon, to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive registered 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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the applicable legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities, each with the Guarantees endorsed thereon, shall be made by the Initial Purchaser in Federal (same day) immediately available funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Irell & Xxxxxxx LLP, 0000 Xxxxxx & Xeinxxxxx xxx Xxxxx, 00 Pxxx XxxxxxXxxxx 000, Xxx XxxxXxxxxxx, XX xx 9:00 A.M.Xxxxxxxxxx 00000 at 6:00 a.m., (New York Los Angeles time), on April 29May 6, 1998 2004, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of (i) the Restricted Regulation S Global Securities representing all Securities, with the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates Guarantees endorsed thereon, representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities, with the Guarantees endorsed thereon, representing all of the 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Irell & Xeinxxx xx Xxxxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 9½% of the principal amount thereof plus the increase in accreted valueaccrued interest from August 13, if any, on the Notes from April 29, 1998 2003 to the Closing Date (as hereinafter defined)the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 temporary global Securities in registered form without interest coupons (the “Temporary Regulation S Global Securities”) which 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 Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Temporary Regulation S Global Securities and the Restricted Global 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 Offering Document. Offered Interests in any permanent global Securities sold will be held only in reliance on Regulation S (book-entry form through DTC, except in the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Temporary Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Initial Purchaser drawn to the order of the Company representatives, at the office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., Xxxxx LLP at 9:30 a.m. (New York time)) on August 13, on April 292003, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Temporary Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial each Purchaser, and the Initial each Purchaser agrees agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 99.25% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29December 13, 1998 2016 to the Closing Date (as hereinafter defined)Date, the respective principal amount of Securities set forth opposite the names of the several Purchasers on Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Initial Purchaser Purchasers in reliance on Regulation S in the form of one temporary global security in registered form without interest coupons (the “Regulation S Global Securities”), which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentCircular. 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 Offered Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through DTC, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of specified by the Company at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx 000 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX xx Xxxxxxx, Xxxxx 00000 at 9:00 A.M.am (Eastern time) on December 13, (New York time)2016, on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company Issuers determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC Representatives through the facilities of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing DateDTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97.398% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29December 23, 1998 2009 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities Securities in definitive registered form without interest coupons (the "Restricted “Offered Regulation S Global Securities") ”), which will be deposited with the Trustee Trustee, as custodian for DTC The Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee for DTC. The Firm Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”), which will be 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 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 DocumentCircular. Offered Interests in any permanent global Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through DTC, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company Company, at the office of Cahixx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx Xxx Xxxx 00000 at 9:00 A.M., (New York City time), on April 29December 23, 1998 2009, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“Closing Date"”, against delivery to the Trustee, as custodian for DTC, of (i) delivery to the Trustee as custodian for DTC Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98% of the principal amount thereof plus the increase in accreted valueaccrued interest from May 16, if any, on the Notes from April 29, 1998 2008 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule B hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities Securities in registered form without interest coupons (the “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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (“144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representatives drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx Xxxx & XeinxxxXxxxxxxx, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.Xxx Xxxx, 00000 at 9:30 a.m., (New York time), on April 29May 27, 1998 2008, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On The Company agrees to sell to the Underwriters, and on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees to sell to the Initial PurchaserUnderwriters agrees, severally and the Initial Purchaser agrees not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 96.984% of the principal amount of the Offered Securities, plus the increase in accreted valueaccrued interest from May 11, if any, on the Notes from April 29, 1998 2009 to the Closing Date (as hereinafter defined)in the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 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 The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any permanent Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentFinal Prospectus, the Registration Statement and the Time of Sale Information. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to the Initial Purchaser drawn to the order of the Company Representatives at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., 10:30 A.M. (New York City time), on April 29May 11, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine2009, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office offices of Cahixx Xxxxxx Xxxxxx & Xeinxxx xx least 24 hours Xxxxxxx LLP not later than 2:00 p.m., New York City time, on the Business Day prior to the Closing Date. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Offered Securities (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98% of the principal amount thereof plus the increase in accreted valueaccrued interest from March 12, if any, on the Notes from April 29, 1998 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.at 10:00 a.m., (New York time), on April 29March 12, 1998 2012, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 98.375% of the principal amount thereof plus the increase in accreted valueaccrued interest from January 11, if any, on the Notes from April 29, 1998 2012 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities in registered form without interest coupons (the “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 registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 General Disclosure Package and the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable designated by the Partnership against delivery to the Initial Purchaser drawn to Trustee as custodian for DTC of (i) the order Regulation S Global Securities representing all of the Company Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities at the office of Cahixx Xxxxxx Bracewell & XeinxxxXxxxxxxx LLP, 00 Pxxx Pennzoil Place—South Tower, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX xx Xxxxxxx, Xxxxx 00000 at 9:00 A.M.a.m., (New York time), on April 29January 11, 1998 2012, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company Issuers determine, such time being herein referred to as the "“Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the ”,. The Regulation S Securities. The Restricted Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Bracewell & Xeinxxx xx Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all Company, the entire aggregate principal amount of the Offered Securities, Securities at a purchase price of 76.750% of the aggregate principal amount thereof (i.e., $667.64 per Unit 140,836,250), plus the increase in accreted valueaccrued interest from and including May 30, if any, on the Notes from April 29, 1998 2008 to but excluding the Closing Date (as hereinafter defined)Date. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities Offered 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Initial Purchaser hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global security 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 Firm Offered Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the Final Offering DocumentMemorandum. 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 Offered Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Offered Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., 11:00 a.m. (New York Eastern time), on April 29September 15, 1998 2008 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Offered Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx White & Case LLP, 0000 Xxxxxx & Xeinxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 104.5% of the principal amount thereof, plus the increase in accreted value, if any, accrued and unpaid interest on the Notes principal amount thereof from April 29June 1, 1998 2013 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 temporary global Securities in registered form without interest coupons (the “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 Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security 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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any Regulation S Securities") shall Global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representative drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx Xxxx & XeinxxxXxxxxxxx LLP, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 00000 at 9:00 A.M., (New York time), on April 29June 24, 1998 2013, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx LLP at least 24 hours prior to the 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, each of the Company Issuers agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 98.5% of the principal amount thereof plus the increase in accreted valueaccrued interest from December 7, if any, on the Notes from April 29, 1998 2017 to the Closing Date (as hereinafter defined), the respective principal amounts of Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities 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 the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representative drawn to the order of the Company Rexnord LLC at the office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx Xxxxxxxx LLP at 9:00 A.M., (New York time), on April 29December 7, 1998 2017, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company Issuers determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedcovenants contained in, but and subject to the terms and conditions herein set forthof, this Agreement, the Company Partnership agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesPartnership, at a purchase price of $667.64 per Unit 98.5% of the aggregate principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29October 16, 1998 2019 to the Closing Date (as hereinafter defined), the respective principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Partnership will deliver against payment of the purchase price the Offered Securities Notes 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 “Regulation S Global Securities”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants and registered in the name of Cede & Co., as nominee for DTC. The Partnership will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representative drawn to the order of the Company Representative at the office of Cahixx Lxxxxx & Wxxxxxx LLP, 800 Xxxx Xxxxxx & XeinxxxXxxxx 0000, 00 Pxxx XxxxxxXxxxxxx, Xxx XxxxXxxxx 00000, XX xx at 9:00 A.M., (New York time), on April 29October 16, 1998 2019, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company Partnership determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Lxxxxx & Wxxxxxx LLP, 800 Xxxx Xxxxxx & Xeinxxx xx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Underwriters, and each of the Initial Purchaser agrees Underwriters agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus % of the increase principal amount thereof, the respective principal amounts of Firm Securities set forth opposite the names of the Underwriters in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted “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 General Disclosure Package. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives drawn to the order of Rambus Inc. at the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”), 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx at [10:00 A.M.] (New York time), on June •, 2009, 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 Firm Global Securities representing all of the Firm Securities. For purposes of Rule 15c6-1 under 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. The Firm Global Securities will be made available for review at the above office of WSGR at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 12 days subsequent to the First Closing Date, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities. The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice and the 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 Underwriter in the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of cover 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 time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given, nor in any event later than 12 days following the First Closing Date. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global Securities in definitive form (each, an “Optional Global Security”) deposited with the Trustee as custodian for DTC and registered in 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 Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered such Optional Securities shall be made by the Initial Purchaser Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Initial Purchaser Representatives drawn to the order of the Company Rambus Inc. at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date"WSGR, against (i) delivery to the Trustee as custodian for DTC of the Restricted Optional Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Optional Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 95.49850% of the increase principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in accreted valueSchedule A. The Company will deliver against payment of the purchase price the Offered Securities to or as instructed by Credit Suisse for the accounts of the several Purchasers hereunder and to be offered and sold by the 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 “Regulation S Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V. (“Euroclear”), if anyand Clearstream Banking, on société anonyme (“Clearstream, Luxembourg”), and registered in the Notes from April 29name of Cede & Co., 1998 to the Closing Date (as hereinafter defined)nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Initial each Purchaser in reliance on Rule 144A under the Securities Act (“Rule 144A” and, such securities, the "Rule “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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx & XeinxxxXxxxxxx L.L.P., 00 Pxxx One Xxxxx Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, XX xx Xxxxxxxx 00000, at 9:00 A.M., a.m. (New York time), on April 29July 15, 1998 2009, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company, at an aggregate purchase price of U.S. $145,875,000 (the "Purchase Price"), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company and the Guarantors shall not be obligated to deliver any of the Offered Securities or related Subsidiary Guarantees except against payment by the Purchasers for all of the Offered Securities, at a purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 Securities to the Closing Date (be purchased as hereinafter defined)provided herein. The Company will deliver against payment of the purchase price Purchase Price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Initial each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Firm Company will deliver against payment of the Purchase Price the Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Offered Securities in registered form without interest coupons (the "Regulation S Global Securities") which will be deposited with the Trustee as custodian for DTC for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking societe anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer of the Purchase Price to an account at a bank account designated by the Company and reasonably acceptable to the Initial Purchaser CSFB, drawn to the order of the Company Ethyl Corporation at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 00000 at or about 10:00 A.M., (New York time), on April 29, 1998 2003, or at such other place or time not later than seven one (1) full business days day thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "Closing Date", ," against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.5% of the principal amount thereof plus the increase in accreted valueaccrued interest from February 17, if any, on the Notes from April 29, 1998 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. Each Purchaser agrees, severally and not jointly, to rebate to the Company that portion of each Purchasers’ discount (equal to 1.5% of the principal amount of the Notes purchased by such Purchaser hereunder) attributable to the principal amount of any Notes that are required to be redeemed by the Company in accordance with the special mandatory redemption provision set forth in the Indenture such principal amount to be allocated by the Purchasers pro rata in accordance with the principal amount of Offered Securities purchased by the Purchasers hereunder. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Global Securities in definitive form without interest coupons (the "Restricted “Global Securities"”) deposited with the Trustee as custodian for DTC The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any permanent Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & XeinxxxRepresentative on February 17, 00 Pxxx Xxxxxx2004, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representative and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S SecuritiesOffered Securities at the office of Cravath, Swaine & Mxxxx LLP, 800 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Mxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of Company, the Offered Securities, Securities at a purchase price of $667.64 per Unit 99.375% of the principal amount thereof plus the increase in accreted valueaccrued interest from August 23, if any, on the Notes from April 29, 1998 2001 to the Closing Date (as hereinafter defined)Date. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A Regulation S Securities") in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted 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 Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A., ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Regulation S Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the Los Angeles office of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & XeinxxxXxxx LLP, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx at 9:00 A.M.a.m., (New York time), on April 29August 23, 1998 2001, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", ," against (i) delivery to the Trustee as custodian for DTC of the Restricted Regulation S Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S SecuritiesSecurities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg. The Restricted Global Securities and the Regulation S Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xeinxxx xx Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaser, Purchaser and the Initial Purchaser agrees to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of 97.50% of the principal amount thereof, U.S. $667.64 per Unit plus 66,000,000 principal amount of the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A Regulation S Securities") in the form of one or more permanent global securities 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Initial Purchaser drawn to the order of the Company Innophos Holdings, Inc. at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxxxxxx LLP at 10:00 A.M., (New York time), on April 2916, 1998 2007, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP at least 24 hours prior to 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 agrees and the Guarantors agree to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of and the Offered SecuritiesGuarantors, at a purchase price of $667.64 per Unit 96.288% of the principal amount thereof at maturity plus the increase in accreted valueaccrued interest from March 22, if any, on the Notes from April 29, 1998 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 Wachovia as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Morgan Guaranty Trust Company of New York, Brussels office, as operatox xx xhe Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A SecuritiesSECURITIES") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee Wachovia as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook- entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFBC drawn to the order of the Company at the office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Moore at 10:00 A.M., (New York time), on April 29March 27, 1998 2002, or at such other place or time otxxx xime not later than seven full business days thereafter as the Initial Purchaser CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee Wachovia as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Moore at least 24 hours prior to 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 agrees to sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters agree, severally and not jointly, to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit [•]% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29, 1998 [•] to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted “Global Securities"”) deposited with the Trustee as custodian for DTC The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in the Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentDisclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Underwriters drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.[•] a.m., (New York time), on April 29[•], 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Underwriters and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx [•], at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 55,000,000 plus accrued interest and additional interest in the increase in accreted valueamount of $2,262,847.22 from December 15, if any, on the Notes from April 29, 1998 2009 to the Closing Date (as hereinafter defined)Date, the respective principal amounts of Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities in registered form without interest coupons (the “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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security 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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned the same CUSIP numbers as were assigned to the Existing Notes that are Regulation S Global Securities or Restricted Global Securities, respectively. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx Shearman & XeinxxxSterling LLP, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx Xxx Xxxx 00000, at 9:00 A.M.a.m., (New York time), on April 2928, 1998 2010, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Shearman & Xeinxxx xx Sterling LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On The Company agrees to sell to the Underwriters, and on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees to sell to the Initial PurchaserUnderwriters agrees, severally and the Initial Purchaser agrees not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 99.023% of the principal amount of the Offered Securities, plus the increase in accreted valueaccrued interest from August 9, if any, on the Notes from April 29, 1998 2017 to the Closing Date (as hereinafter defined)in the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 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 The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any permanent Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentFinal Prospectus, the Registration Statement and the Time of Sale Information. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to the Initial Purchaser drawn to the order of the Company Representatives at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., 10:00 a.m. (New York City time), on April 29August 9, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine2017, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office offices of Cahixx Xxxxxx Xxxxxx & Xeinxxx xx least 24 hours Xxxxxxx LLP not later than 2:00 p.m., New York City time, on the Business Day prior to the Closing Date. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Offered Securities (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97.50% of the principal amount thereof plus the increase in accreted valueaccrued interest from August 12, if any, on the Notes from April 29, 1998 2009 to the First Closing Date (as hereinafter defined), U.S. $150,000,000 principal amount of the Firm Securities. The Company will deliver against payment of the purchase price the Offered Firm Securities to be purchased by the several Purchasers hereunder and to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act (the "Rule “Firm 144A Securities"”) in the form of one or more permanent global securities security in definitive form without interest coupons (the "“Firm Restricted Global Securities"”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall be assigned separate CUSIP numbers. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentCircular. Offered Interests in any permanent global Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Firm 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.00000, at 10:00 a.m., (New York City time), on April 29August 12, 1998 2009, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“First Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of the Firm Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Firm 144A Securities. The Firm Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 13 days subsequent to the date of this Agreement, the Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (plus any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the several Purchasers the principal amount of Optional Securities specified in such notice, and the Purchasers agree to purchase such Optional 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 time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse on behalf of the several Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given; provided that any Optional Closing Date shall occur within the thirteen-day period beginning on, and including the First Closing Date. Payment for the Optional Securities being purchased on such Optional Closing Date by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A (“Optional 144A Securities”) shall be made by the Purchasers 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 above office of Cravath, Swaine & Xxxxx LLP, against delivery to the Trustee of a restricted global security representing all of the Optional 144A Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of 97.50% of the principal amount thereof, U.S. $667.64 per Unit plus 150,000,000 principal amount of the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Notes. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser 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 Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Offered Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Credit Suisse drawn to the order of the Company at the office of Cahixx Xxxxxx & XeinxxxAxxxxxx Xxxxx LLP, 00 Pxxx XxxxxxHouston, Xxx Xxxx, XX xx Texas at 9:00 A.M., A.M. (New York time), on April 29July 5, 1998 2006, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Credit Suisse and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Offered Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Offered Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx oxxxxx xx Xxxxxxx Xxxxx LLP, Houston, Texas at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98.7575% of the aggregate principal amount thereof plus the increase in accreted valueaccrued interest from May 1, if any, on the Notes from April 29, 1998 2018 to the Closing Date (as hereinafter defined), the respective principal amount of the Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities Notes 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 “Regulation S Global Securities”) which will be deposited on the Closing Date 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representatives drawn to the order of the Company Representatives at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX xx Xxxxx 00000, at 9:00 A.M., (New York time), on April 29September 25, 1998 2018, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to 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 Issuer agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuer, at a purchase price of $667.64 per Unit 99.184 % of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29June 21, 1998 2000 to the Closing Date (as hereinafter defined)) the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted Global SecuritiesGLOBAL SECURITIES") which will be deposited with the Trustee as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any Global Securities shall include will be held only in book-entry form through DTC, except in the legend regarding restrictions on transfer set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Offered Securities sold to institutional "accredited investors," as defined in reliance on Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act, will be delivered as definitive fully registered certificates (the "Regulation S SecuritiesDEFINITIVE SECURITIES") shall be issued in definitive, fully registered from, such names and in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering DocumentCSFBC may request. Payment for the Offered Securities shall be made by the Initial Purchaser several Purchasers in Federal federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFBC drawn to the order of the Company Issuer at the office offices of Cahixx Xxxxxx Milbank, Tweed, Hadlxx & XeinxxxXcClxx XXX, 00 Pxxx Xxxxxx1 Chxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, xx 9:00 A.M., a.m. (New York time), on April 29June 21, 1998 2000, or at such other place or time and date not later than seven full business days thereafter as the Initial Purchaser CSFBC and the Company Issuer determine, such time and date being herein referred to as the "Closing Date", CLOSING DATE," against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Definitive Securities will be made available for checking at the above office offices of Cahixx Xxxxxx Milbank, Tweed, Hadlxx & Xeinxxx xx XcClxx XXX at least 24 hours prior to 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 agrees to sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters agree, severally and not jointly, to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit 98.976% of the principal amount thereof plus the increase in accreted valueaccrued interest, if any, on the Notes from April 29July 13, 1998 2018 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "Restricted “Global Securities"”) deposited with the Trustee as custodian for DTC The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in the Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentDisclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Initial Purchaser Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Underwriters drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M.10:00 a.m., (New York time), on April 29July 13, 1998 2018, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Underwriters and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97.99% of the principal amount thereof plus the increase in accreted valueaccrued interest from January 20, if any, on the Notes from April 29, 1998 2004 to the Closing Date (as hereinafter defined)Date, U.S. $350,000,000 principal amount of Offered Securities. The Company will deliver to the Purchasers against payment of the purchase price the Offered Securities 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 "Regulation S Global Securities") which will then be deposited by the Purchasers with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver to the Purchasers against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global Securities") which will then be deposited by the Purchasers with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Offered Interests in any permanent global Securities sold will be held only in reliance on Regulation S (book-entry form through DTC, except in the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Initial Purchaser CSFB drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 and Xxxxx LLP at 10:00 A.M., (New York time), on April 29January 20, 1998 2004, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking inspection at the above office of Cahixx Xxxxxx & Xeinxxx xx and Xxxxx LLP at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 100% of the principal amount thereof plus the increase in accreted valueaccrued interest from March 26, if any2002, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 "REGULATION S GLOBAL SECURITIES"), which will be deposited with The Bank of New York, in its capacity as the common depositary (the "COMMON DEPOSITARY"), as custodian for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG"), and registered in the name of the common depositary, or its nominee, as nominee for Euroclear and Clearstream, Luxembourg. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A SecuritiesSECURITIES") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee common depositary, as custodian for DTC Euroclear and Clearstream, Luxembourg and registered in the name of Cede & Co.the common depositary, or its nominee, as nominee for DTCEuroclear and Clearstream, Luxembourg. The Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate International Securities Identification Numbers ("ISIN'S") and Common Codes. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global securities will be issued held only in definitivebook-entry form through Euroclear or Clearstream, fully registered fromLuxembourg, in such denominations and registered in such names as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) same-day funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFBL drawn to the order of the Company Enodis plc at the office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx Xxxxx at 9:00 A.M., a.m. (New York London time), on April 29March 26, 1998 2002, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFBL and the Company determine, such time being herein referred to as the "Closing DateCLOSING DATE", against delivery to the common depositary, as custodian for Euroclear and Clearstream, Luxembourg, of (i) delivery to the Trustee as custodian Regulation S Global Securities representing all of the Regulation S Securities for DTC the respective accounts of the participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx at least 24 hours prior to 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 agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees agrees, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of 97.5% of the principal amount thereof, the Offered Securities. The obligation of the Purchaser to purchase, at a purchase price of 97.5% of the principal amount thereof, Offered Securities shall be satisfied by CSFB by delivering to the Company in exchange for the Offered Securities $667.64 per Unit plus 77,000,000 aggregate principal amount of the increase Company’s 8.95% Remarketable or Redeemable Securities due 2008 including the related remarketing option under the Remarketing Agreement (as defined hereinafter) (Remarketing Date: July 1, 2003) (including such remarketing option, the “ROARS”) (or such lesser amount of the ROARS as CSFB actually holds), in accreted value, if any, accordance with arrangements established between the Company and CSFB. The ROARS will be delivered on the Notes from April 29, 1998 to the Closing Date through the facilities of the DTC to Bank One Trust Company, National Association, as ROARS trustee, for the account of the Company. Delivery of the ROARS will be deemed to have occurred when the Company receives notice from the ROARS trustee that the ROARS trustee’s (as hereinafter defined)or its nominee’s) account with the DTC has been credited with the ROARS. Subsequently, the ROARS trustee, in accordance with the Company’s instructions, will effect the retirement of the ROARS. The Company will deliver against payment of the purchase price (which shall be the delivery of the ROARS as described above), the Offered Securities to be offered and sold by the Initial Purchaser 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 “Regulation S Global Securities”) that 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 registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities with respect to the 2008 Securities and the Restricted Global Securities with respect to the 2008 Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities with respect to the 2013 Securities and the Restricted Global Securities with respect to the 2013 Securities shall be assigned separate CUSIP numbers. The Company will deliver against payment of the purchase price (which shall be the delivery of the ROARS as described above), the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security 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 Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment Delivery of the ROARS as described above as payment of the purchase price for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., A.M. (New York time), on April 29May 15, 1998 2003, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all Securities. Copies of the Regulation S Securities. The Restricted Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable prior to 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 Issuer agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all Issuer the respective principal amounts of Offered Securities set forth opposite the names of the Offered SecuritiesInitial Purchasers in Schedule A hereto, at a purchase price of $667.64 per Unit 67.817% of the principal amount thereof plus the increase in accreted valueaccrued interest from March 13, if any, on the Notes from April 29, 1998 1996 to the Closing Date (as hereinafter defined). The Company Issuer will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Interests in any permanent global Securities shall include will be held only in book-entry form through DTC, except in the legend regarding restrictions on transfer set forth under "Transfer Restrictions" 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 wire transfer to an account in New York previously designated to CSFBC by the Issuer at a bank acceptable to CSFBC at the office of Cravath, SwaineE& Moore at 10:00 a.x. (New York time), on March 13, 1996, or at such other time not later than seven full business days thereafter as CSFBC and the Issuer determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Cravath, SwaineE& Moore at least 00Xxxurs prior to the Closing Date. Notwithstanding the foregoing, any Offered Securities sold in reliance on Regulation S to Institutional Accredited Investors (the "Regulation S Securities"as hereinafter defined) pursuant to Section 4(c) shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests form and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment Documents, but shall be paid for in the same manner as any Offered Securities shall to be made purchased by the Initial Purchaser Purchasers hereunder and to be offered and sold by them in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), reliance on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A under the Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing DateAct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaserseveral Purchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 98.0% of the increase principal amount thereof, the respective principal amounts of Securities set forth opposite the names of the several Purchasers in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 temporary global Securities in registered form without interest coupons (the “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 Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security 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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" “Notice to Investors” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any Regulation S Securities") shall Global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser Representatives drawn to the order of the Company at the office of Cahixx Xxxxxx Xxxxx Xxxx & XeinxxxXxxxxxxx LLP, 00 Pxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX xx 00000 at 9:00 A.M., (New York time), on April 29November 20, 1998 2012, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Xxxxx Xxxx & Xeinxxx xx Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial PurchaserPurchasers and each of the Purchasers agrees, severally and the Initial Purchaser agrees not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 97.5% of the increase principal amount thereof, the respective principal amounts of Securities set forth opposite the names of the Purchasers in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule C hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser Purchasers in reliance on Rule 144A under the Securities Act Regulation S (the "Rule 144A “Regulation S Securities"”) in the form of one or more permanent global securities Offered Securities in registered form without interest coupons (the “Regulation S Global Securities”) that 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global Offered Security 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 Firm Regulation S Global Securities and the Restricted Global 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 DocumentCircular. 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 Offered Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Initial Purchaser drawn to the order of the Company Purchasers , at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 10:00 A.M., (New York time), on April 29June 28, 1998 2011 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Purchasers and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to 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 agrees to Trust and the Guarantor agree that the Trust shall issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase from the Company all of the Offered SecuritiesTrust, at a purchase price of $667.64 50 per Unit Preferred Security, plus the increase in accreted value, accrued and unpaid distributions if any, on from the Notes from April 29closing date, 1998 to the Closing Date (as hereinafter defined)number of Preferred Securities set forth opposite the name of each Purchaser in Schedule A hereto. The Company Trust will deliver against payment of the purchase price the Offered Preferred Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC 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 Offering Document. Offered Interests in any permanent global Preferred Securities sold will be held only in reliance on Regulation S (book-entry form through DTC, except in the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Global Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds to the account specified in Schedule A to this Agreement by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn payable to the order of the Company Trust at the office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., Moore at 10:00 a.m. (New York time), on April 29ox Xxxe 12, 1998 1997 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Purchasers and the Company determine, Trust and the Guarantor determine such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Global Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to 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 Funding Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Funding Company all of the Offered Securities, at a purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)97.5%. The Funding Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Securities in definitive registered form without interest coupons (the "Restricted Global SecuritiesSecurity") deposited with the Bond Trustee as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Firm Funding Company will deliver against payment of the purchase price the Securities to be offered and sold by the Initial Purchaser in reliance on Regulation S in the form of one or more permanent global Securities in registered form without interest coupons (the "Unrestricted Global Security and together with the Restricted Global Security, the "Global Securities") which will be deposited with the Bond Trustee as custodian for 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 Cedel Bank, societe anonyme ("Cedel") and registered in the name of Cede & Co., as nominee for DTC. The Global Securities shall be assigned separate CUSIP numbers and shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering DocumentCircular. Offered Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Securities, interests in the Unrestricted Global Security may be held only by the DTC participants for Euroclear and Cedel. Interests in the Global Securities sold will be held only in reliance on Regulation S (book-entry form through DTC or its nominee except in the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering DocumentCircular. Payment for the Offered Securities shall be made by the Initial Purchaser in Federal federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company Funding Company, at the office of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & XeinxxxXxxx LLP, 00 Pxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxx Xxxx, 00000 at 10:00 A.M., (New York time), on April 29August 4, 1998 or at such other place or time not later than seven (7) full business days thereafter as the Initial Purchaser and the Funding Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Bond Trustee as custodian for DTC of (i) the Restricted Global Securities Security representing all of the Rule 144A Securities Securities, and (ii) delivery to the Initial Purchaser of definitive fully registered certificates Unrestricted Global Security representing all of the Regulation S SecuritiesSecurities for the respective accounts of the DTC participants for Euroclear and Cedel. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xeinxxx xx Xxxx LLP at least 24 twenty-four (24) hours prior to 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 agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit plus 99.014% of the increase principal amount thereof, the principal amount of the Offered Securities set forth opposite the name of the Purchaser in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined)Schedule B hereto. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser 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 "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 Morgan Guaranty Trust Company of New York, Brussels office, as operatox xx xhe Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A SecuritiesSECURITIES") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. 5 Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC and designated in writing by the Initial Purchaser drawn Company, not less than 48 hours prior to the order of the Company Closing Date, at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29June 10, 1998 2002, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFBC and the Company determine, such time being herein referred to as the "Closing DateCLOSING DATE", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx Andrews & Xeinxxx xx Kurth Mayor, Day, Caldwell & Keeton L.L.P. at least 24 hours prior xxxxx to the Closing xxx Xlosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97.75% of the principal amount thereof plus the increase in accreted valueaccrued interest from February 19, if any, on the Notes from April 29, 1998 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will not be obligated to deliver any of the securities to be delivered hereunder except upon payment for all of the securities to be purchased as provided herein. The Company will deliver against payment of the purchase price the Offered Securities 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 “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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security 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 Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of Company or as otherwise directed in writing by the Company at the office of Cahixx Xxxxxx King & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Spalding LLP at 10:00 A.M., (New York time), on April 29February 19, 1998 2004, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx King & Xeinxxx xx Spalding LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Initial each Purchaser, and the Initial each Purchaser agrees agrees, severally and not jointly, to purchase from the Company all of the Offered SecuritiesIssuers, at a purchase price of $667.64 per Unit 100.000% of the principal amount thereof plus the increase in accreted valueaccrued interest from May 27, if any, on the Notes from April 29, 1998 2016 to the Closing Date (as hereinafter defined)Date, the respective principal amount of Securities set forth opposite the names of the several Purchasers on Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one temporary global security in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “144A Securities"”) in the form of one or more permanent global securities security in definitive form without interest coupons (the "“Restricted Global Securities"”) deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentCircular. 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 Offered Securities sold will be held only in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitivebook-entry form through DTC, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" except in the limited circumstances described in the Final Offering DocumentCircular. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of specified by the Company at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx 000 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX xx Xxxxxxx, Xxxxx 00000 at 9:00 A.M.am (Eastern time) on August 19, (New York time)2016, on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Representatives and the Company Issuers determine, such time being herein referred to as the "“Closing Date", ,” against (i) delivery to the Trustee as custodian for DTC Representatives through the facilities of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing DateDTC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 102.165% of the principal amount thereof plus the increase in accreted valueaccrued interest from November 15, if any, on the Notes from April 29, 1998 2003 to the Closing Date (as hereinafter defined), all of the Offered Securities. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of two or more permanent global Securities in registered form without interest coupons (the "Regulation S Global Securities") that 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more two permanent global securities 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 Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., A.M. (New York time), on April 29December 17, 1998 2003, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", ," against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all Securities. Copies of the Regulation S Securities. The Restricted Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to 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 Issuer agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase from the Company all of the Offered SecuritiesIssuer, at a purchase price of $667.64 930.93 per Unit plus the increase in accreted value, accrued interest (if any, ) on the Notes from April 29July 24, 1998 to the Closing Date (as hereinafter defined), the respective number of Units set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities 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 Units (each of which will consist of the one or more global Notes and one or more global Warrants) in registered form without interest coupons (the "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 Cedel Bank societe anonyme ("Cedel") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Unit (which will consist of one Global Note and one Global Warrant) 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 Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Cedel. Interest in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromCedel or DTC, in such denominations and registered in such names as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFBC drawn to the order of the Company Issuer at the office of Cahixx Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxx Xxxx 00000-0000 at 10:00 A.M., (New York time), on April 29July 24, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFBC and the Company Issuer determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Cedel and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered SecuritiesCompany, at a the purchase price of $667.64 per Unit set forth on Schedule F hereto plus the increase in accreted valueaccrued interest from October 28, if any, on the Notes from April 29, 1998 2016 to the Closing Date (as hereinafter defined), the principal amount of the Offered Securities set forth opposite the name of the Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Initial Purchaser 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 “Regulation S Global Securities”) which will be deposited on the Closing Date 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 registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by the Purchaser hereunder and to be offered and sold by the Purchaser in reliance on Rule 144A under the Securities Act (the "Rule “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 Firm Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "“Transfer Restrictions" ” in the Final Offering DocumentMemorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" case may be, except in the limited circumstances described in the Final Offering DocumentMemorandum. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & XeinxxxXxxxxxx LLP, 00 Pxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX xx Xxxxx 00000, at 9:00 A.M., (New York time), on April 29October 28, 1998 2016, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "“Closing Date"”, against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at least 24 hours prior to 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 agrees Issuers agree to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all Issuers (a) the respective principal amounts of Offered Securities constituting 2008 Notes and the Guarantees thereof set forth in the first column opposite the names of the Offered Securitiesseveral Purchasers in Schedule A hereto, at a purchase price of $667.64 per Unit 97.5% of the principal amount thereof plus the increase in accreted valueaccrued interest from August 11, if any, on the Notes from April 29, 1998 2003 to the Closing Date (as hereinafter defined), (b) the respective principal amounts of Offered Securities constituting 2010 Notes and the Guarantees thereof set forth in the second column opposite the names of the several Purchasers in Schedule A hereto, at a purchase price of 96.871% of the principal amount thereof plus accrued interest from August 11, 2003 to the Closing Date and (c) the respective principal amounts of Offered Securities constituting 2013 Notes and the Guarantees thereof set forth in the third column opposite the names of the several Purchasers in Schedule A hereto, at a purchase price of 96.717% of the principal amount thereof plus accrued interest from August 11, 2003 to the Closing Date. The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities Notes in definitive form without interest coupons (the "Restricted Global Notes") with the Guarantees affixed thereto (together with the Global Notes, the "Global Securities") deposited with the Trustee as custodian for DTC The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Interests in any permanent Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" will be held only in book-entry form through DTC, except in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time)CSFB, on April 29August 11, 1998 2003, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFB and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx O'Melveny & Xeinxxx xx Xxxxx LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 97.00% of the principal amount thereof plus the increase in accreted valueaccrued interest from March 27, if any, on the Notes from April 29, 1998 2003 to the Closing Date (as hereinafter defined)) the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 temporary global Securities in registered form without interest coupons (the "TEMPORARY 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 Euroclear Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A SecuritiesSECURITIES") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Temporary Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the distribution compliance period (as described in the Offering Document) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Temporary Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Temporary Regulation S Global Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account of the Company or an account as the Company may direct at a bank acceptable to the Initial Purchaser drawn to the order of the Company Managers, at the office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., Xxxxx at 9:30 a.m. (New York time)) on March 27, on April 292003, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser Managers and the Company determine, such time being herein referred to as the "Closing DateCLOSING DATE", against (i) delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S 144A Securities. The Restricted Temporary Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx Cravath, Swaine & Xeinxxx xx Xxxxx or such other place of closing at least 24 hours prior to 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 agrees to sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the Company all of the Offered SecuritiesCompany, at a purchase price of $667.64 per Unit 98% of the principal amount thereof plus the increase in accreted valueaccrued interest from June 3, if any, on the Notes from April 29, 1998 2004 to the Closing Date (as hereinafter defined)) the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities 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 Euroclear Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act ("RULE 144A" and such securities the "Rule 144A SecuritiesSECURITIES") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global SecuritiesRESTRICTED GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Regulation S Global Securities and the Restricted Global 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 Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities sold Securities, interests in reliance on the Regulation S (Global Securities may only be held by the "Regulation S Securities") shall DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be issued held only in definitivebook-entry form through Euroclear, fully registered fromClearstream, in such denominations and registered in such names Luxembourg or DTC, as the Initial Purchaser requests and shall bear case may be, except in the legend relating thereto set forth under "Transfer Restrictions" limited circumstances described in the Offering Document. Payment for the Offered Regulation S Securities and the 144A Securities shall be made by the Initial Purchaser Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser CSFB LLC drawn to the order of (or as directed by) the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 Xxxxx Xxxxxxxxxx LLP at 10:00 A.M., (New York time), on April 29June 3, 1998 2004, or at such other place or time not later than seven full business days thereafter as the Initial Purchaser CSFB LLC and the Company determine, such time being herein referred to as the "Closing DateCLOSING DATE", against (i) delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Offered 144A Securities. The Restricted Regulation S Global Securities and the Regulation S Restricted Global Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date.