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

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], 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 “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule B hereto, the respective principal amounts amount of Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Securities to be purchased by the Underwriters will be delivered by the Company will deliver to you for the accounts of the several Underwriters at the office specified in Schedule B hereto against payment of the purchase price the Securities to be offered and sold therefor by the Underwriters method, in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City timefunds, on [ ], 20[ ]the date and at the times specified in such Schedule B, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under ". If Schedule B indicates that the Exchange ActSecurities are to be delivered in definitive form, such Securities shall be in such authorized denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and will be made available for checking and packaging at the office at which they are to be delivered at the Closing Date (if later than or such other office as may be specified for that purpose in Schedule B) at least one business day prior to the otherwise applicable settlement date) Closing Date. If Schedule B indicates that the Securities are to be delivered in global book-entry form, such Securities shall be in the settlement date for payment denominations specified in the applicable letter of funds representations between the Company, the Trustee and delivery The Depository Trust Company ("DTC"), shall be registered in the name of securities for all the Securities sold pursuant to the offering. The Securities will DTC or a nominee of DTC and shall be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered at the Closing Date (or such other office as may be specified for that purpose in Schedule B) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse you, at the Closing Date, for the account of each Underwriter any commission or other compensation that is specified in Schedule B hereto. Such payment will be made in the manner and type of funds specified in Schedule B, or to the extent provided in Schedule B may be deducted by you from the purchase price of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureSecurities.

Purchase, Sale and Delivery of Securities. On If so authorized in the basis Terms Agreement, the Underwriters may solicit offers from investors of the representations, warranties and agreements and subject to the terms and conditions types set forth hereinin the Prospectus to purchase Securities from the Company pursuant to Delayed Delivery Contracts. Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company agrees to sell to will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the several UnderwritersCompany but, and each except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum number of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price shares of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Contract Securities set forth opposite in the names Terms Agreement, and the aggregate number of shares of Contract Securities may not exceed the Underwriters number set forth in Schedule A heretothe Terms Agreement. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the second full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The number of shares of the Firm Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by a number which shall bear the same proportion to the total number of shares of Contract Securities as the number of shares of Firm Securities set forth opposite the name of such Underwriter bears to the total number of shares of Firm Securities set forth in the Terms Agreement, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total number of shares of Firm Securities to be purchased by all Underwriters shall be the total number of shares of Firm Securities set forth in the Terms Agreement less the aggregate number of shares of Contract Securities. Payment for the Firm Securities and any Additional Securities shall be made by wire transfer to such account or accounts specified by the Company of same-day funds on the date and at the time specified in the Terms Agreement (or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine), such time being herein referred to as the “"Firm Closing Date" or the "Option Closing Date," as the case may be. (The Firm Closing Date and the Option Closing Date are hereinafter sometimes referred to as a "Closing Date.” For purposes ") Payment for any Firm Securities and Additional Securities that are in the form of Rule 15c6-1 under Depositary Shares shall be made against delivery to you on the Exchange Act, the Firm Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters of Depositary Receipts (if later than in either temporary or definitive form) evidencing such Firm Securities or Additional Securities, as the otherwise applicable settlement date) case may be, registered in the names and in such denominations as you shall request upon at least two business days' prior notice to the Company, with any transfer taxes payable in connection with the transfer thereof to the Underwriters duly paid. Certificates for any Firm Securities and Additional Securities that are in the form of shares of Preferred Stock shall be in definitive form and registered in the settlement date names and in such denominations as you shall request upon at least two business days' notice to the Company prior to the Firm Closing Date or the Option Closing Date, as the case may be. The certificates representing such Securities shall be delivered to you on such Closing Date for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer thereof to the Underwriters duly paid, against payment of funds and delivery of securities for all the Securities sold pursuant to the offeringpurchase price therefor. The certificates representing the Securities will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Firm Closing Date or the Option Closing Date, as the case may be (or such other office as may be specified for that purpose in the Terms Agreement), at least 24 hours one business day prior to the such Closing Date. The Company agrees to reimburse each obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for their respective expensessale as set forth in the Prospectus. It is understood that you, referred acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company will pay to you on the Closing Date for the accounts of the Underwriters any fee, commission or other compensation specified in Section 5(h) hereof, incurred in connection with the performance Terms Agreement. Such payment will be made by wire transfer of their respective obligations under this Agreement and the Indenturesame-day funds.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell Firm Shares, and each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company and the Selling Stockholders the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of such Underwriter in Schedule II hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to each of the Company and the Selling Stockholders shall be to purchase from each of the Company and the Selling Stockholders that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule II. It is understood that shares of the Firm Shares (“Directed Stock”) will initially be reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees (“Directed Stock Participants”) upon the terms and conditions set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and in accordance with the rules and regulations of the NASD (“Directed Stock Program”). Under no circumstance will the Representatives or any Underwriter be liable to the Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on or immediately after the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in Schedule A heretoconnection with the Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Stock Program. The Firm Shares will be delivered by the Company will deliver and the Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the Securities to order of the Company and the Custodian, as appropriate, at the offices of Xxxxxx & Xxxxxxx, LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxx, XX, 00000, or such other location as may be offered and sold agreed upon by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede Xxxxx Xxxxxxx & Co., as nominee for DTC. Investors may hold their interests in a global security directly through DTCDeutsche Bank Securities Inc. and the Company, at 8:00 a.m. Pacific time on the third (or if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made are priced, as contemplated by Rule 15c6-1(c) under the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.Exchange Act, New York City after 4:30 p.m. Eastern time, on [ ], 20[ ]the fourth) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under If the Exchange ActRepresentatives so elect, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Firm Shares may be made by credit through full fast transfer to the offeringaccounts at The Depository Trust Company designated by the Representatives. The Securities Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days’ prior notice to the Company and the Custodian, will be made available for checking and packaging not later than 8:30 a.m., Pacific time, on the business day next preceding the First Closing Date at the New York office of offices Xxxxxx Xxxxxxxx & Xxxxxxx, LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxx, XX, 00000, or such other location as may be agreed upon by Xxxxx Xxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expensesCo., referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement Deutsche Bank Securities Inc. and the IndentureCompany.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained and contained in the applicable Terms Agreement, but subject to the terms and conditions herein and therein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany pursuant to the terms of a Terms Agreement. If so authorized in the Terms Agreement, at the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives on the Closing Date, for the accounts of the Underwriters, a purchase price fee as follows: (i) in the case of [ ]% Debt Securities, Debt Warrants and Units consisting of Debt Securities and Debt Warrants, an amount equal to the percentage set forth in the applicable Terms Agreement of the principal amount thereof plus accrued interest from [ ] of the Debt Securities or number of Debt Warrants for which such Delayed Delivery Contracts are made; (ii) in the case of Preferred Stock, Depositary Shares and Units consisting of Preferred Stock and any other Securities, an amount equal to the Closing Date percentage set forth in the applicable Terms Agreement of the aggregate liquidation preference of the Preferred Stock, including shares represented by such Depositary Shares, for which Delayed Delivery Contracts are made; (iii) in the case of all other Securities, an amount as defined herein)set forth in the applicable Terms Agreement of Securities for which such Delayed Delivery Contracts are made. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the applicable Terms Agreement, the respective principal amounts Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth opposite in the names applicable Terms Agreement hereto, and the aggregate amount of Contract Securities may not exceed the Underwriters amount set forth in Schedule A heretosuch Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of Contract Securities that have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The Representatives shall submit to the Company, 20[ ]at least three business days prior to Closing Date, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the amount or number of Securities to be purchased by each of them, and the Company will advise the Representatives, at least two business days prior to Closing Date, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the amount or number of Securities to be covered by each such Delayed Delivery Contract. The amount of Securities to be purchased by each Underwriter as set forth in the applicable Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities set forth opposite the name of such Underwriter bears to the total amount of Securities set forth in the applicable Terms Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities to be purchased by all Underwriters shall be the total amount of Securities set forth in the applicable Terms Agreement less the aggregate amount of Contract Securities. The Offered Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in the applicable Terms Agreement against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House (next day) funds payable to the order of the Company at the office, on the date and at the times specified in such Terms Agreement, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Offered Securities Closing Date.” For purposes " The Option Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of Rule 15c6-1 under the Exchange Actseveral Underwriters at the office specified in the applicable Terms Agreement against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House (next day) funds payable to the order of the Company at the office, on the date and at the times specified in such Terms Agreement, or at such other time not later than eight full business days thereafter as you and the Company determine, such time being herein referred to as the "Option Closing Date." The Offered Securities Closing Date (if later than and the otherwise applicable settlement date) shall Option Securities Closing Date are hereinafter collectively referred to as the "Closing Date." Such Securities will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the applicable Closing Date (or such other office as may be specified for that purpose in the Terms Agreement) at least 24 hours one business day prior to the applicable Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse you on the applicable Closing Date for the account of each of Underwriter any commission or other compensation that is specified in the Underwriters for their respective expenses, referred to Terms Agreement. Such payment will be made by certified or official bank check in Section 5(hNew York Clearing House (next day) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenturefunds.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A I hereto. The Company will deliver against payment purchase price for each Firm Share shall be $___ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that _____ shares of the purchase price the Securities to Firm Shares ("Directed Stock") will initially be offered and sold reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees ("Directed Stock Participants") upon the terms and conditions set forth in the form of one or more permanent global securities Prospectus and in registered form without interest coupons which will be deposited accordance with the Trustee as custodian for The Depository Trust Company rules and regulations of the National Association of Securities Dealers (“DTC”) and registered in "Directed Stock Program"). Under no circumstance will the name of Cede & Co., as nominee for DTC. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, Representatives or indirectly through organizations that are DTC participants. Payments for the Securities shall any Underwriter be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated liable to the Representatives at [ ] a.m., New York City time, Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on [ ], 20[ ], or at such other time not later than seven full business days thereafter as immediately after the Representatives and the Company determinedate of this Agreement, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall Directed Stock may be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant offered to the offering. The Securities will be made available for checking at public as part of the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Datepublic offering contemplated hereby. The Company agrees to reimburse each of pay all fees and disbursements incurred by the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the IndentureUnderwriters in connection with the Directed Stock Program.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell issue and sell, the Guarantor agrees to the several Underwritersguarantee, and each of the Underwriters agreesUnderwriter agrees to purchase, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of such Securities set forth opposite their names on Schedule A hereto at, in the names case of the Underwriters Fixed Rate Notes, 99.518% of their principal amount, yielding total proceeds at closing of $248,795,000 and, in Schedule A heretothe case of the Floating Rate Notes, 99.750% of their principal amount, yielding total proceeds at closing of $249,375,000. The Company Underwriters will deliver against payment pay for such Securities in immediately available funds upon delivery thereof at the offices of the purchase price the Securities to Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. (local time) on May 15, 2007, or at such other time, not later than May 15, 2007, as will be offered and sold designated by the Underwriters in (such date and time of delivery of and payment for the form of Securities being herein called the “Closing Date”). The Securities will be represented by one or more permanent global securities in registered form without interest coupons Securities which will be deposited by or on behalf of the Company with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name or its designated custodian. Delivery of Cede & Co., as nominee for DTC. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by causing DTC to credit the Underwriters in Federal (same day) funds by wire transfer to an account previously designated Securities to the Representatives account of UBS Securities LLC at [ ] a.m.DTC, New York City timefor the respective accounts of the several Underwriters at DTC, on [ ], 20[ ], against payment by the several Underwriters through UBS Securities LLC of the purchase price thereof to or at such other time not later than seven full business days thereafter as upon the Representatives and order of the Company determine, such time being herein referred to as in the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment manner and type of funds and delivery of securities for all the Securities sold pursuant to the offeringspecified herein. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP closing location specified herein at least 24 twenty-four hours prior to the Closing Datetime for delivery. The It is understood that each Underwriter, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company agrees on behalf of any other Underwriter for Securities to reimburse each of the Underwriters for their respective expenses, referred to be purchased by such Underwriter. Any such payment by such Underwriter shall be in Section 5(h) hereof, incurred in connection accordance with the performance provisions of their respective this Section 3 and shall not relieve any such Underwriter of any of its obligations under this Agreement and the Indenturehereunder.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities, determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities, and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities, and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ], 20[ ], or at such other time not later than seven the third full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, day preceding the Closing Date (if or at such later than the time as you may otherwise applicable settlement dateagree) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the sales of the Contract Securities which have been so approved. You and the other Underwriters for their respective expenses, referred to will not have any responsibility in Section 5(h) hereof, incurred in connection with respect of the validity or performance of their respective obligations under this Agreement and the IndentureDelayed Delivery Contracts.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule B hereto, the respective principal amounts amount of Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Securities to be purchased by the Underwriters will be delivered by the Company will deliver to you for the accounts of the several Underwriters at the office specified in Schedule B hereto against payment of the purchase price the Securities to be offered and sold therefor by the Underwriters method, in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City timefunds, on [ ], 20[ ]the date and at the times specified in such Schedule B, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under ”. If Schedule B indicates that the Exchange ActSecurities are to be delivered in definitive form, such Securities shall be in such authorized denominations and registered in such names as you may request upon at least two business days’ prior notice to the Company and will be made available for checking and packaging at the office at which they are to be delivered at the Closing Date (if later than or such other office as may be specified for that purpose in Schedule B) at least one business day prior to the otherwise applicable settlement date) Closing Date. If Schedule B indicates that the Securities are to be delivered in global book-entry form, such Securities shall be in the settlement date for payment denominations specified in the applicable letter of funds representations between the Company, the Trustee and delivery The Depository Trust Company (“DTC”), shall be registered in the name of securities for all the Securities sold pursuant to the offering. The Securities will DTC or a nominee of DTC and shall be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered at the Closing Date (or such other office as may be specified for that purpose in Schedule B) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse you, at the Closing Date, for the account of each Underwriter any commission or other compensation that is specified in Schedule B hereto. Such payment will be made in the manner and type of funds specified in Schedule B, or to the extent provided in Schedule B may be deducted by you from the purchase price of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureSecurities.

Purchase, Sale and Delivery of Securities. On If so authorized in the basis Terms Agreement, the Underwriters may solicit offers from investors of the representations, warranties and agreements and subject to the terms and conditions types set forth hereinin the Prospectus to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Underwritten Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company agrees to sell to will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the several UnderwritersCompany but, and each except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Contract Securities set forth opposite in the names Terms Agreement, and the aggregate amount of Contract Securities may not exceed the Underwriters amount set forth in Schedule A heretothe Terms Agreement. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Underwritten Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Underwritten Securities set forth opposite the name of such Underwriter bears to the total amount of Underwritten Securities set forth in the Terms Agreement, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Underwritten Securities to be purchased by all Underwriters shall be the total amount of Underwritten Securities set forth in the Terms Agreement less the aggregate amount of Contract Securities. The Underwritten Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in the Terms Agreement against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds (or as otherwise specified in the Terms Agreement) payable to the order of the Company on the date and at the times specified in the Terms Agreement, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall " The Underwritten Securities will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in the Terms Agreement) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Underwritten Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred to commission or other compensation specified in Section 5(h) hereof, incurred the Terms Agreement. Such payment will be made by certified or official bank check in connection with the performance of their respective obligations under this Agreement and the IndentureNew York Clearing House funds.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that shares of the Firm Shares ("Directed Stock") will initially be reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees ("Directed Stock Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers ("Directed Stock Program"). Under no circumstance will the Representatives or any Underwriter be liable to the Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on or immediately after the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in Schedule A heretoconnection with the Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Stock Program. The Firm Shares will be delivered by the Company will deliver to you for the accounts of the several Underwriters against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds therefor by wire transfer to an account previously designated of same day funds payable to the Representatives order of the Company at [ ] a.m.the offices of Xxxxxx & Xxxxxxx LLP, New York City 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, on [ ], 20[ ]the fourth) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “"First Closing Date.” For purposes of Rule 15c6-1 under " If the Exchange ActRepresentatives so elect, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Firm Shares may be made by credit through full fast transfer to the offeringaccounts at The Depository Trust Company designated by the Representatives. The Securities Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the New York office offices of Xxxxxx Xxxxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expensesXxxx, referred to in Section 5(h) hereofXxxxxxxxxx 00000, incurred in connection with the performance of their respective obligations under this Agreement and the Indentureor such other location as may be mutually acceptable.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)$ per share, the respective principal amounts numbers of shares of Underwritten Securities set forth opposite the names of the Underwriters in Schedule A I hereto. The Company will deliver the Underwritten Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated at a bank acceptable to CSFBC drawn to the Representatives order of the Company at [ ] a.m.the office of Xxxxxx & Xxxxxx L.L.P., at 10:00 A.M., New York City time, on July [ ], 20[ ]2000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date.” ". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, 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 Securities sold pursuant to the offering. The certificates for the Underwritten Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Underwritten Securities. The Company agrees to reimburse each of sell to the Underwriters the number of shares 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 for their respective expenses, referred the account of each Underwriter in the same proportion as the number of shares of Underwritten Securities set forth opposite such Underwriter's name bears to in Section 5(hthe total number of shares of Underwritten Securities (subject to adjustment by CSFBC to eliminate fractions) hereof, incurred and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the performance sale of their respective obligations under this Agreement the Underwritten 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 IndentureOptional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company, at the office of Xxxxxx & Xxxxxx L.L.P. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Xxxxxx & Xxxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Securities. On If so authorized in the basis Terms Agreement, the Underwriters may solicit offers from investors of the representations, warranties and agreements and subject to the terms and conditions types set forth hereinin the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company agrees to sell to will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the several UnderwritersCompany but, and each except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Contract Securities set forth opposite in the names Terms Agreement, and the aggregate amount of Contract Securities may not exceed the Underwriters amount set forth in Schedule A heretothe Terms Agreement. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities set forth opposite the name of such Underwriter bears to the total amount of Securities set forth in the Terms Agreement, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities to be purchased by all Underwriters shall be the total amount of Securities set forth in the Terms Agreement less the aggregate amount of Contract Securities. The Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in the Terms Agreement against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds (or as otherwise specified in the Terms Agreement) payable to the order of the Company on the date and at the times specified in the Terms Agreement, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall " The Securities will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in the Terms Agreement) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred to commission or other compensation specified in Section 5(h) hereof, incurred the Terms Agreement. Such payment will be made by certified or official bank check in connection with the performance of their respective obligations under this Agreement and the IndentureNew York Clearing House funds.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell [ ] Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A I hereto. The Company will deliver against payment purchase price for each Firm Share shall be $ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that [_____] shares of the purchase price the Securities to Firm Shares ("DIRECTED STOCK") will initially be offered and sold reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees ("DIRECTED STOCK PARTICIPANTS") upon the terms and conditions set forth in the form of one or more permanent global securities Prospectus and in registered form without interest coupons which will be deposited accordance with the Trustee as custodian for The Depository Trust Company rules and regulations of the National Association of Securities Dealers (“DTC”) and registered in "DIRECTED STOCK PROGRAM"). Under no circumstance will the name of Cede & Co., as nominee for DTC. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, Representatives or indirectly through organizations that are DTC participants. Payments for the Securities shall any Underwriter be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated liable to the Representatives at [ ] a.m., New York City time, Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on [ ], 20[ ], or at such other time not later than seven full business days thereafter as immediately after the Representatives and the Company determinedate of this Agreement, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall Directed Stock may be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant offered to the offering. The Securities will be made available for checking at public as part of the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Datepublic offering contemplated hereby. The Company agrees to reimburse each of pay all fees and disbursements incurred by the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the IndentureUnderwriters in connection with the Directed Stock Program.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell Firm Shares, and each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company and the Selling Stockholders the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of such Underwriter in Schedule II hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to each of the Company and the Selling Stockholders shall be to purchase from each of the Company and the Selling Stockholders that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule II. It is understood that shares of the Firm Shares (“Directed Stock”) will initially be reserved by the Underwriters for offer and sale to vendors and other persons having business relationships with the Company (“Directed Stock Participants”) upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) or the NASD (“Directed Stock Program”). Under no circumstance will the Representatives or any Underwriter be liable to the Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with the conduct of such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on or immediately after the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in Schedule A heretoconnection with the Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Stock Program. The Firm Shares will be delivered by the Company will deliver and the Custodian to you for the accounts of the several Underwriters against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds therefor by wire transfer to an account previously designated of same day funds payable to the Representatives order of the Company and the Custodian, as appropriate, at [ ] a.m.the offices of Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, New York City Plaza VII, Suite 3300, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, on [ ], 20[ ]the fourth) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under If the Exchange ActRepresentatives so elect, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Firm Shares may be made by credit through full fast transfer to the offeringaccounts at The Depository Trust Company designated by the Representatives. The Securities Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days’ prior notice to the Company and the Custodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the New York office offices of Xxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expensesLLP, referred to in Section 5(h) hereofPlaza VII, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureSuite 3300, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company Selling Shareholder agrees to sell to the several Underwriters, and each Underwriter, on the basis of the Underwriters representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the CompanySelling Shareholder, at a purchase price per share of [ ]% $63.62 per share (the “Purchase Price”), the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto. Subject to the sale of the principal amount thereof plus accrued interest Securities by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters hereby agree to sell to the Company, and the Company hereby agrees to purchase from [ ] the Underwriters, the number of Repurchase Shares specified herein at the Purchase Price, as described in the General Disclosure Package and the Prospectus. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Selling Shareholder agrees to sell to the several Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at the Purchase Price. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Securities to hereinafter defined) but shall not be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], or at such other time not later earlier than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if nor later than the otherwise applicable settlement datetenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP given at least 24 hours two business days prior to the Closing Date. The Company agrees to reimburse each date and time of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenturedelivery specified therein.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell 6,000,000 Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A I hereto. The purchase price for each Firm Share shall be $____ per share. Except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter (contracting severally and not jointly) is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that 300,000 shares of the Firm Shares ("Directed Stock") will initially be reserved by the Underwriters for offer and sale to employees, directors and persons having business relationships with or otherwise related to the Company ("Directed Stock Participants") subject to the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers and all other applicable laws, rules and regulations ("Directed Stock Program"). Under no circumstance will deliver the Representatives or any Underwriter be liable to the Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant orally on or by the end of the business day following the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Firm Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds therefor by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], 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 “Closing Date.” For purposes of Rule 15c6same-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.day funds

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities, determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities, and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities, and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities, 20[ ]and Warrants, if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities, and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities, and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities, and Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor by wire or interbank transfer of immediately available funds to an account specified by the Company (or, if so specified in Schedule A hereto, by certified or official bank check or checks in immediately available funds payable to the order of the Company at the office, specified in Schedule A hereto) on the date and at the time specified in such Schedule A, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act". Such Securities, the Closing Date (and Warrants, if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities, and Warrants, if any, to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred commission or other compensation which is specified in Schedule A hereto. Such payment will be made by wire or interbank transfer of immediately available funds to an account that you specify ( or, if so specified in Section 5(h) hereofSchedule A hereto, incurred by certified or official bank check or checks in connection with New York Clearing House funds to your order at the performance of their respective obligations under this Agreement and the Indentureoffice specified in Schedule A hereto).

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $[ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that [ ] shares of the Firm Shares ("Directed Stock") will initially be reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees ("Directed Stock Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the NASD ("Directed Stock Program"). Under no circumstances will the Representatives or any Underwriter be liable to the Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on or immediately after the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in Schedule A heretoconnection with the Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Stock Program. The Firm Shares will be delivered by the Company will deliver to you for the accounts of the several Underwriters against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds therefor by wire transfer to an account previously designated of same day funds payable to the Representatives order of the Company at [ ] a.m.the offices of Xxxxxx & Xxxxxxx LLP, New York City 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, on [ ], 20[ ]the fourth) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “"First Closing Date.” For purposes of Rule 15c6-1 under " If the Exchange ActRepresentatives so elect, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Firm Shares may be made by credit through full fast transfer to the offeringaccounts at The Depository Trust Company designated by the Representatives. The Securities Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the New York office offices of Xxxxxx Xxxxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expensesXxxx, referred to in Section 5(h) hereofXxxxxxxxxx 00000, incurred in connection with the performance of their respective obligations under this Agreement and the Indentureor such other location as may be mutually acceptable.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities, determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities, and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities, and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities, 20[ ]and Warrants, if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities, and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities, and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities, and Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor by wire or interbank transfer of immediately available funds to an account specified by the Company (or, if so specified in Schedule A hereto, by certified or official bank check or checks in immediately available funds payable to the order of the Company at the office specified in Schedule A hereto) on the date and at the time specified in such Schedule A, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act". Such Securities, the Closing Date (and Warrants, if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities, and Warrants, if any, to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred commission or other compensation which is specified in Schedule A hereto. Such payment will be made by wire or interbank transfer of immediately available funds to an account that you specify (or, if so specified in Section 5(h) hereofSchedule A hereto, incurred by certified or official bank check or checks in connection with New York Clearing House funds to your order at the performance of their respective obligations under this Agreement and the Indentureoffice specified in Schedule A hereto).

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell _____ Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $_____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that 150,000 shares of the Firm Shares to be sold by the Company (“Directed Stock”) will initially be reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees (“Directed Stock Participants”) upon the terms and conditions set forth in the Time of Sale Disclosure Package and the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (“Directed Stock Program”). Under no circumstance will the Representative or any Underwriter be liable to the Company or any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on or immediately after the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in Schedule A heretoconnection with the Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Stock Program. The Firm Shares will be delivered by the Company will deliver to you for the accounts of the several Underwriters against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds therefor by wire transfer to an account previously designated of same day funds payable to the Representatives order of the Company , as appropriate, at [ ] a.m.the offices of Xxxxx Xxxx & Xxxxxxxx, New York City 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or, if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, on [ ], 20[ ]the fourth) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under If the Exchange ActRepresentative so elects, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Firm Shares may be made by credit through full fast transfer to the offering. accounts at The Securities will be made available for checking at Depository Trust Company designated by the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureRepresentative.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities (as hereinafter defined), determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from institutional investors of the types set forth in the Prospectus to purchase Securities and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] advise you not later than 10:00 a.m., New York City time, on [ ]the second full business day preceding the Closing Date (or at such later time as you may otherwise agree) of sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities and Warrants, 20[ ]if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities and Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor, unless otherwise specified in Schedule A hereto, by certified or official bank check or checks drawn on or by a bank in New York City payable in same-day funds to the order of the Company at the office, on the date and at the times specified in such Schedule A, or at such other time not later than seven eight full business days thereafter thereafter, as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act". Such Securities and Warrants, the Closing Date (if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities and Warrants, if any, to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters any fee, commissions or other compensation which is specified in Schedule A hereto. Such payment will be made by certified or official bank check drawn on or by a bank in New York City payable in same-day funds. The Company shall not be obligated to deliver any Securities and Warrants, if any, except upon payment for their respective expensesall Securities and Warrants, referred if any, to be purchased pursuant to this Agreement as herein provided. If any Underwriter defaults in Section 5(h) hereof, incurred in connection with the performance of their respective its obligations under this Agreement and Agreement, the Indenture.remaining non-defaulting Underwriters shall be obligated to

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Purchaser agree that the Purchaser will purchase from the Company at the purchase price of 97% of the principal amount thereof the principal amount of Firm Debentures set forth opposite such Purchaser's name in Schedule I hereto. The Company hereby agrees to issue and sell to the several UnderwritersPurchaser and, and each on the basis of the Underwriters agreesrepresentations, severally warranties and not jointlyagreements herein contained, but subject to the terms and conditions herein set forth, the Purchaser shall have the right to purchase from the Company, pursuant to an option to be exercised in the 30-day period commencing on the date of this Agreement, up to $18,750,000 aggregate principal amount of Optional Debentures at a the purchase price of [ ]97% of the principal amount thereof plus accrued interest from [ ] to thereof. Optional Debentures may be purchased solely for the Closing Date (as defined herein), purpose of covering over-allotments made in connection with the respective principal amounts of Securities set forth opposite the names offering of the Underwriters in Schedule A heretoFirm Debentures. The Company will deliver the Firm Debentures to you, against payment of the purchase price the Securities therefor by wire transfer in immediately available funds to be offered and sold an account specified in writing by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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 DTCCompany. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments Payment for the Securities Firm Debentures shall be made by at the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives offices of Cravath, Swaine & Moore at [ ] a.m.10:00 A.M., New York City timeTime, on [ ]October 14, 20[ ], 1997 or at such other sxxx xther place or time not later than seven three full business days thereafter as the Representatives you and the Company determinedetermine (the "Initial Closing Date"). The Company will deliver the Optional Debentures to be purchased to you, against payment of the purchase price therefor by wire transfer in immediately available funds to an account specified in writing by the Company, at the offices of Cravath, Swaine & Moore on such date and at such time being (the "Option Closing Date"), xx xhall be specified in the notice from Lazard Freres & Co. LLC to the Company exercising the option to purchase Optional Debentures. The Option Closing Date may be the same as the Initial Closing Date but shall in no event be earlier than the Initial Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to. Such notice may be given, by letter or by telecopy or other facsimile transmission or by telephone (if subsequently confirmed in writing), to the Company at any time within 30 days after the date of this Agreement. The Option Closing Date may be varied by agreement between the Purchaser and the Company. The Initial Closing Date and the Option Closing Date are herein collectively referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities " The certificates for all the Securities sold pursuant Firm Debentures and the Optional Debentures to be delivered will be in such denominations and registered in such names as you request two full business days prior to the offering. The Securities Initial Closing Date or the Option Closing Date, as the case may be, and will be made available at the office of Lazard Freres & Co. LLC, New York, New York or, upon your request, through the facilities of The Depository Trust Company, for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP and packaging at least 24 hours one full business day prior to the Initial Closing Date or the Option Closing Date. The Company agrees to reimburse each of , as the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenturecase may be.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth hereinforth, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities set forth opposite the names each Underwriter's name in Schedule B hereto reduced by such Underwriter's portion of the Underwriters any Contract Securities (as hereinafter defined), determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] advise you not later than 10:00 a.m., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities set forth opposite the name of such Underwriter bears to the total amount of Securities set forth in Schedule B hereto, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; PROVIDED, HOWEVER, that the total amount of Securities to be purchased by all Underwriters shall be the total amount of Securities set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor by wire transfer in immediately available funds to the account of the Company specified in Schedule A hereto on the date and at the times specified in such Schedule A, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall ". Such Securities will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least three business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) not later than noon on the business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred to commission or other compensation which is specified in Section 5(h) hereof, incurred Schedule A hereto. Such payment will be made by wire transfer in connection with the performance of their respective obligations under this Agreement and the Indentureimmediately available funds.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell the Shares, Warrants and Pre-Funded Warrants to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany the number of Shares, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Warrants and Pre-Funded Warrants set forth opposite the names name of the Underwriters such Underwriter in Schedule A I hereto. The combined purchase price for each Share and Warrant shall be $0.94 per unit. The combined purchase price for each Pre-Funded Warrant and Warrant shall be $0.9306 per unit. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Shares and Warrants and that number of Pre-Funded Warrants and Warrants (to be adjusted by the Representative to avoid fractional shares) which represents the same proportion of the number of Shares and Warrants and the number of Pre-Funded Warrants and Warrants to be sold by the Company pursuant to this Agreement as the number of Shares and Warrants and the number of Pre-Funded Warrants and Warrants set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Shares and Warrants and the total number of Pre-Funded Warrants and Warrants to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (b) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Shares and Warrants and only the respective number of Pre-Funded Warrants and Warrants specified in Schedule I. The Securities will deliver be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the Securities to be offered and sold by order of the Underwriters in Company at the form offices of one or more permanent global securities in registered form without interest coupons which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede Xxxxx Xxxxxxx & Co., as nominee for DTC. Investors may hold their interests in a global security directly through DTCU.S. Bancorp Center, if they are DTC participants800 Nicollet Mall, Minneapolis, Minnesota, or indirectly through organizations that are DTC participants. Payments for such other location as may be mutually acceptable, at 9:00 a.m. Central time on the second (or if the Securities shall be made are priced, as contemplated by Rule 15c6-1(c) under the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.Exchange Act, New York City after 4:30 p.m. Eastern time, on [ ], 20[ ]the second) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.”

Purchase, Sale and Delivery of Securities. On If so authorized in the basis Terms Agreement, the Underwriters may solicit offers from investors of the representations, warranties and agreements and subject to the terms and conditions types set forth hereinin the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company agrees to sell to will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the several UnderwritersCompany but, and each except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Contract Securities set forth opposite in the names Terms Agreement, and the aggregate amount of Contract Securities may not exceed the Underwriters amount set forth in Schedule A heretothe Terms Agreement. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities set forth opposite the name of such Underwriter bears to the total amount of Securities set forth in the Terms Agreement, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities to be purchased by all Underwriters shall be the total amount of Securities set forth in the Terms Agreement less the aggregate amount of Contract Securities. The Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in the Terms Agreement against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House (next day) funds (or as otherwise specified in the Terms Agreement) payable to the order of the Company on the date and at the time specified in the Terms Agreement, or at such other time not later than seven eight full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.you

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained and contained in the applicable Terms Agreement, but subject to the terms and conditions herein and therein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany pursuant to the terms of a Terms Agreement. If so authorized in the Terms Agreement, at the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives on the Closing Date, for the accounts of the Underwriters, a purchase price fee as follows: (i) in the case of [ ]% Debt Securities, Debt Warrants and Units consisting of Debt Securities and Debt Warrants, an amount equal to the percentage set forth in the applicable Terms Agreement of the principal amount thereof plus accrued interest from [ ] of the Debt Securities or number of Debt Warrants for which such Delayed Delivery Contracts are made; (ii) in the case of Preferred Stock, Depositary Shares and Units consisting of Preferred Stock and any other Securities, an amount equal to the Closing Date percentage set forth in the applicable Terms Agreement of the aggregate liquidation preference of the Preferred Stock, including shares represented by such Depositary Shares, for which Delayed Delivery Contracts are made; (iii) in the case of all other Securities, an amount as defined herein)set forth in the applicable Terms Agreement of Securities for which such Delayed Delivery Contracts are made. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the applicable Terms Agreement, the respective principal amounts Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co.applicable Terms Agreement hereto, as nominee for DTC. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], 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 aggregate amount of Contract Securities may not exceed the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to amount set forth in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.such

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein set forth, but subject to the terms and conditions set forth hereinherein contained, the Company agrees to sell to the several Underwriters, and each of the several Underwriters agreesagree, severally and not jointly, to purchase from the CompanyCompany (i) the Additional Notes, at a purchase price of [ ]100.00% of the principal amount thereof plus accrued interest (if any) from [ ] November 15, 2006 to the Closing Date (as defined hereinhereinafter defined), and (ii) the respective New Notes, at a purchase price of 100.00% of the principal amounts amount thereof plus accrued interest (if any) from the issue date of Securities the New Notes to the Closing Date, as set forth opposite the their names of the Underwriters in Schedule A hereto. The Company will deliver the Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated at a bank acceptable to the Representatives Representative at [ ] a.m.the office of Cravath, New York City Swaine & Mxxxx LLP, London , at 9:00 A.M., London time, on [ ]February 9, 20[ ], or at such other time not later than seven full business days thereafter as the Representatives and the Company determine2007, such time being herein referred to as the “Closing Date.” ”. Accordingly, the parties hereto acknowledge that the delivery of the Notes will be made against payment therefor on the fifth business day following the date of pricing of the Notes. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx Cravath, Swaine & Xxxxxxxx LLP Mxxxx LLP, London at least 24 hours prior to the Closing Date. The Company agrees to reimburse each In consideration of the agreement by the Underwriters to severally subscribe and pay for their respective expensesthe Securities as aforesaid, referred the Company shall pay to the Underwriters a combined management, underwriting and selling commission of 1.75% of the principal amount of the Securities plus VAT (if applicable). The Underwriters shall be entitled to deduct the said commission from the purchase price by way of set-off. CS (the “Stabilising Agent”), on behalf of the Underwriters, may, to the extent permitted by applicable law, over-allot and effect transactions in Section 5(h) hereofany over-the-counter market or otherwise, incurred in connection with the performance distribution of their respective obligations under the Securities, with a view to stabilising or maintaining the market price of the Securities at levels other than those which might prevail in the open market but in doing so the Stabilising Agent shall act as principal and not as agent of the Company and any loss resulting from over-allotment or stabilisation shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilising Agent. Nothing in this Agreement fifth paragraph of Section 3 shall be construed so as to require the Company to issue in excess of U.S.$600,000,000 million principal amount of Securities. As between the Company and the IndentureUnderwriters, any loss resulting from stabilisation shall be borne, and any profit arising therefrom shall be retained, by the Underwriters as set out in the Agreement Among Underwriters.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the number of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities Firm Shares set forth opposite the names name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. It is understood that ___shares of the Firm Shares (“Directed Stock”) will initially be reserved by the Underwriters for offer and sale to employees and persons having relationships with the Company or its employees (“Directed Stock Participants”) upon the terms and conditions set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers (“Directed Stock Program”). Under no circumstance will the Representatives or any Underwriter be liable to the Company or to any Directed Stock Participant for any action taken or omitted to be taken in good faith in connection with such Directed Stock Program. To the extent that any shares of Directed Stock are not affirmatively reconfirmed for purchase by any Directed Stock Participant on or immediately after the date of this Agreement, such Directed Stock may be offered to the public as part of the public offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in Schedule A heretoconnection with the Directed Stock Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Stock Program. The Firm Shares will be delivered by the Company will deliver to you for the accounts of the several Underwriters against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds therefor by wire transfer to an account previously designated of same day funds payable to the Representatives order of the Company at [ ] a.m.the offices of Lxxxxx & Wxxxxxx LLP, New York City 100 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 10:00 a.m. Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, on [ ], 20[ ]the fourth) full business day following the date hereof, or at such other time not later than seven full business days thereafter and date as the Representatives you and the Company determinedetermine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under If the Exchange ActRepresentatives so elect, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Firm Shares may be made by credit through full fast transfer to the offeringaccounts at The Depository Trust Company designated by the Representatives. The Securities Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:00 a.m., Eastern time, on the business day next preceding the First Closing Date at the New York office offices of Xxxxxx Xxxxxxxx Lxxxxx & Wxxxxxx LLP, 100 Xxxxxxxxxxxx Xxxxx, Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expensesXxxx, referred to in Section 5(h) hereofXxxxxxxxxx 00000, incurred in connection with the performance of their respective obligations under this Agreement and the Indentureor such other location as may be mutually acceptable.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule B hereto, the respective principal amounts amount of Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto less the reduction for such Underwriter’s portion of any Contract Securities determined as provided below. If so authorized in Schedule B hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities from the Company pursuant to delayed contracts (“Delayed Delivery Contracts”). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called “Contract Securities”. When Delayed Delivery Contracts are authorized in Schedule B, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule B hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of Contract Securities that have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities to be purchased by each Underwriter as set forth in Schedule A hereto shall be reduced by an amount that shall bear the same proportion to the total amount of Contract Securities as the amount of Securities set forth opposite the name of such Underwriter bears to the total amount of Securities set forth in Schedule A hereto, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities to be purchased by all Underwriters shall be the total amount of Securities set forth in Schedule A hereto less the aggregate amount of Contract Securities. The Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule B hereto against payment of the purchase price therefor by the method, in the funds, on the date and at the times specified in such Schedule B, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under ”. If Schedule B indicates that the Exchange ActSecurities are to be delivered in definitive form, such Securities shall be in such authorized denominations and registered in such names as you may request upon at least two business days’ prior notice to the Company and will be made available for checking and packaging at the office at which they are to be delivered at the Closing Date (if later than or such other office as may be specified for that purpose in Schedule B) at least one business day prior to the otherwise applicable settlement date) Closing Date. If Schedule B indicates that the Securities are to be delivered in global book-entry form, such Securities shall be in the settlement date for payment denominations specified in the applicable letter of funds representations between the Company, the Trustee and delivery The Depository Trust Company (“DTC”), shall be registered in the name of securities for all the Securities sold pursuant to the offering. The Securities will DTC or a nominee of DTC and shall be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered at the Closing Date (or such other office as may be specified for that purpose in Schedule B) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse you, at the Closing Date, for the account of each Underwriter any commission or other compensation that is specified in Schedule B hereto. Such payment will be made in the manner and type of funds specified in Schedule B, or to the extent provided in Schedule B may be deducted by you from the purchase price of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureSecurities.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities (as hereinafter defined), determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from institutional investors of the types set forth in the Prospectus to purchase Securities and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] advise you not later than 10:00 a.m., New York City time, on [ ]the second full business day preceding the Closing Date (or at such later time as you may otherwise agree) of sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities and Warrants, 20[ ]if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities and Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office 5 5 specified in Schedule A hereto against payment of the purchase price therefor, unless otherwise specified in Schedule A hereto, by certified or official bank check or checks drawn on or by a bank in New York City payable in next-day funds to the order of the Company at the office, on the date and at the times specified in such Schedule A, or at such other time not later than seven eight full business days thereafter thereafter, as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act". Such Securities and Warrants, the Closing Date (if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and the Guarantor, if any, and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities and Warrants, if any, to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters any fee, commissions or other compensation which is specified in Schedule A hereto. Such payment will be made by certified or official bank check drawn on or by a bank in New York City payable in next-day funds. The Company shall not be obligated to deliver any Securities and Warrants, if any, except upon payment for their respective expensesall Securities and Warrants, referred if any, to be purchased pursuant to this Agreement as herein provided. If any Underwriter defaults in Section 5(h) hereof, incurred in connection with the performance of their respective its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Securities and Warrants, if any, which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the principal amount of Securities and Warrants, if any, set forth in Schedule A hereto to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the aggregate principal amount of Securities and Warrants, if any, set forth therein to be purchased by all the remaining non-defaulting Underwriters; provided that the remaining non-defaulting Underwriters shall not be obligated to purchase any Securities and Warrants, if any, if the aggregate principal amount of Securities and Warrants, if any, which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the total principal amount of Securities and Warrants, if any, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities and Warrants, if any, set forth in Schedule A hereto to be purchased by it. If either of the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities and Warrants, if any. If, pursuant to the previous sentence, the remaining Underwriters or other underwriters satisfactory to the 6 6 Representative do not elect to purchase the Securities and Warrants, if any, which the defaulting Underwriter or Underwriters agreed but failed to purchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 3(j) hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities and Warrants, if any, of a defaulting Underwriter, either the IndentureRepresentative or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, any Prospectus or in any other document or arrangement.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities, determined as provided below. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities, and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities, and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities, 20[ ]and Warrants, if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities, and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities, and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities, and Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor by certified or official bank check or checks in immediately available funds (unless otherwise specified in Schedule A hereto) payable to the order of the Company at the office, on the date and at the time specified in such Schedule A, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act". Such Securities, the Closing Date (and Warrants, if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities, and Warrants, if any, to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred to commission or other compensation which is specified in Section 5(h) hereof, incurred Schedule A hereto. Such payment will be made by certified or official bank check in connection with the performance of their respective obligations under this Agreement and the IndentureNew York Clearing House funds.

Purchase, Sale and Delivery of Securities. On If so authorized in the basis Terms Agreement, the Underwriters may solicit offers from investors of the representations, warranties and agreements and subject to the terms and conditions types set forth hereinin the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts”). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called “Contract Securities.” When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company agrees to sell to will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the several UnderwritersCompany but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum principal amount of Contract Securities set forth in the Terms Agreement, and each the aggregate principal amount of the Underwriters agrees, severally and Contract Securities may not jointly, to purchase from the Company, at a purchase price of [ ]% of exceed the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite in the names of the Underwriters in Schedule A heretoTerms Agreement. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in the Terms Agreement, 20[ ]except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount of Securities set forth in the Terms Agreement less the aggregate principal amount of Contract Securities. The Securities to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters through the facilities of The Depository Trust Company unless you shall otherwise instruct against payment by the several Underwriters of the purchase price therefor by wire transfer payable in same-day funds (or as otherwise specified in the Terms Agreement) payable to or upon the order of the Company to the account specified by the Company on the date and at the times specified in the Terms Agreement, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “Closing Date.” For purposes It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of Rule 15c6-1 under the Exchange Act, any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company will pay to you on the Closing Date for the accounts of the Underwriters any fee, commission or other compensation (if later other than the otherwise applicable settlement date) shall underwriting discounts, which will be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant paid through a reduction to the offeringpurchase price of the Securities) specified in the Terms Agreement. The Securities Such payment will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior by wire transfer payable in same-day funds to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenturean account specified by you.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule B hereto, the respective principal amounts amount of Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto less the reduction for such Underwriter's portion of any Contract Securities determined as provided below. If so authorized in Schedule B hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities from the Company pursuant to delayed contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule B, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule B hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ], 20[ ], or at such other time not later than seven the third full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, day preceding the Closing Date (if or at such later time as you may otherwise agree) of the sales of Contract Securities that have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities to be purchased by each Underwriter as set forth in Schedule A hereto shall be reduced by an amount that shall bear the same proportion to the total amount of Contract Securities as the amount of Securities set forth opposite the name of such Underwriter bears to the total amount of Securities set forth in Schedule A hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the otherwise applicable settlement date) Company; provided, however, that the total amount of Securities to be purchased by all Underwriters shall be the settlement date for payment total amount of funds and delivery Securities set forth in Schedule A hereto less the aggregate amount of securities for all the Securities sold pursuant to the offeringContract Securities. The Securities to be purchased by the Underwriters will be made available delivered by the Company to you for checking the accounts of the several Underwriters at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to specified in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.Schedule

Purchase, Sale and Delivery of Securities. On The several commitments of the Underwriters to purchase the Securities pursuant to this Agreement and the Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements herein contained and shall be subject to the terms and conditions herein set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A heretoforth. The Company will deliver the Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account previously designated at a bank reasonably acceptable to the Representatives drawn to the order of the Company at [ ] a.m.the office of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 or at such other place as shall be agreed upon by the Company and the Representatives, at 9:00 A.M., New York City time on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time, ) on [ ], 20[ ]any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 8 hereof), 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 “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the an offering. The certificates for the Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives shall request and will be made available for checking and packaging at the above office of Shearman & Sterling LLP not later than 2:00 P.M. (New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours City time) on the business day prior to the Closing Date. The Company agrees It is understood that each Underwriter has authorized the Representatives, for its account, to reimburse each accept delivery of, receipt for, and make payment of the Underwriters purchase price for, the Securities which it has severally agreed to purchase. The Representatives, each individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for their respective expensesthe Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective but such payment shall not relieve such Underwriter from its obligations under this Agreement and the Indenturehereunder.

Purchase, Sale and Delivery of Securities. In order for you to become obligated to purchase Securities from the Company, as underwriter, under this Agreement, the Company shall deliver to you not later than 4:30 p.m. New York time on any NYSE trading day (the "Notice Date") a Securities Purchase Notice in substantially the form of Exhibit I hereto. On the Notice Date, in addition to sending the Securities Purchase Notice in accordance with Section 11 of this Agreement, the Company shall, not later than [4:30 p.m.] New York time, also make a telephone call to the office of each individual listed in such Section 11 as a recipient of notices on your behalf. On the basis of the representations, warranties and agreements and contained herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwritersyou, and each of the Underwriters agrees, severally and not jointly, you agree to purchase from the Company, as underwriter, the Securities specified in the Securities Purchase Notice at a purchase price of [ ]% equal to the closing price of the principal amount thereof plus accrued interest from [ ] shares of Common Stock as reported on the composite tape of the NYSE (a "Closing Price") on the NYSE trading date following the Notice Date minus an underwriting discount which shall be specified in the applicable Pricing Supplement relating to the Securities specified in such Securities Purchase Notice and which shall not exceed 4.25% (or 4.0% for the first purchase made under this Agreement)(the applicable discount rate being referred to herein as the "Discount Rate"); PROVIDED, HOWEVER, that if on the business day immediately following the Notice Date the Common Stock would not qualify as Actively-Traded Securities within the meaning of Rule 101(c)(1) of Regulation M under the 1934 Rules and Regulations, the purchase price shall be based on the Closing Price on the second NYSE trading day following the Notice Date (the date on which the Closing Price is used to determine the purchase price, in either case described above, is referred to herein as defined hereinthe "Securities Pricing Date"), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will shall not be permitted to deliver against payment of the purchase price the a Securities Purchase Notice to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], 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 “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations you under this Agreement and within 10 business days following a Related Closing Date for Securities that are sold hereunder. Notwithstanding anything to the Indenture.contrary set forth above:

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company Selling Shareholder agrees to sell to the several Underwriters, and each Underwriter, on the basis of the Underwriters representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the CompanySelling Shareholder, at a purchase price per share of [ ]% $57.53 per share (the “Purchase Price”), the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto. Subject to the sale of the principal amount thereof plus accrued interest Securities by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters hereby agree to sell to the Company, and the Company hereby agrees to purchase from [ ] the Underwriters, the number of Repurchase Shares specified herein at the Purchase Price, as described in the General Disclosure Package and the Prospectus. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, (i) the Selling Shareholder agrees to sell to the several Underwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Shares at the Purchase Price, and (ii) upon the purchase by the Underwriters of any Option Shares from the Selling Shareholder, the Underwriters agree to sell to the Company, and the Company, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, shall purchase from the Underwriters the number of Option Repurchase Shares equal to the product of (x) the aggregate number of such Option Shares purchased by the Underwriters from the Selling Shareholder pursuant to clause (i) above and (y) 37.50%, subject, however, to such adjustments to eliminate any fractional Repurchase Shares as the Representatives in their sole discretion shall make, at the Purchase Price. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Securities to hereinafter defined) but shall not be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], or at such other time not later earlier than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if nor later than the otherwise applicable settlement datetenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP given at least 24 hours two business days prior to the Closing Date. The Company agrees to reimburse each date and time of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenturedelivery specified therein.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, Syratech and the Company agrees Guarantors agree to issue and sell to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from Syratech and the Company, Guarantors at a purchase price of [ ]____________% of the principal amount thereof per Senior Note plus accrued interest interest, if any, from [ ] _______________, 1997 to the Closing Date (as defined herein)date of payment and delivery, the respective principal amounts amount of Securities Senior Notes set forth opposite the names such Underwriter's name in Schedule I hereto. The Company hereby confirms its engagement of Chase Securities Inc. ("Chase"), one of the Underwriters listed in Schedule A I hereto, as, and Xxxxx xxxxxx confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. Chase, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." As compensation for the services of the QIU hereunder, the Company agrees to pay Chase $5,000 on the Closing Date. The Company agrees that the yield at which the Senior Notes are sold to the public will be no lower than the yield recommended by Chase acting as QIU. The Company will deliver the Securities to you for the accounts of the Underwriters, against payment of the purchase price the Securities to be offered and sold therefor by the Underwriters in the form of one or more permanent global securities certified or official bank checks payable in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, New York Clearing House or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) other next day funds by wire transfer to an account previously designated drawn to the Representatives order of the Company, at [ ] a.m.the office of Xxxxxx & Xxxxxxx, New York, New York City at 10:00 A.M., New York time, on [ ]___________ __, 20[ ], 1997 or at such other place or time not later than seven full business days thereafter as the Representatives you and the Company determine, such time being herein referred to herein as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities " The certificates for all the Securities sold pursuant so to be delivered will be in such denominations and registered in such names as you request two full business days prior to the offering. The Securities Closing Date and will be made available at the office of NationsBanc Capital Markets, Inc., Charlotte, North Carolina or, upon your request, through the facilities of The Depository Trust Company, for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP and packaging at least 24 hours one full business day prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.

Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell the Firm Notes to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, agree to purchase from the Company, at a respective principal amounts of Firm Notes set forth opposite each Underwriter's name in Schedule I hereto. The purchase price of [ ]for each Firm Note shall be ____% of the principal amount thereof plus accrued interest from [ ] thereof, which shall reflect an Underwriting Discount of ____% of the principal amount of the Firm Notes payable to the Closing Date (as defined herein), Underwriters. The obligation of each Underwriter to the respective principal amounts Company shall be to purchase from the Company that number of Securities Firm Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretoI hereof. In making this Agreement, each Underwriter is contracting severally and not jointly. Except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only its respective amount of Firm Notes as specified in Schedule I. The Firm Notes will be delivered by the Company will deliver to Xxxxx Xxxxxxx Inc. for each Underwriter's account against payment of the purchase price therefor by certified or official bank check or checks in next day funds payable to the Securities to be offered and sold by order of the Underwriters in Company at the form offices of one or more permanent global securities in registered form without interest coupons which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co.Xxxxx Xxxxxxx Inc., as nominee for DTC. Investors may hold their interests in a global security directly through DTCXxxxx Xxxxxxx Tower, if they are DTC participants000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or indirectly through organizations that are DTC participants. Payments for the Securities shall such other location as may be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives mutually acceptable, at [ ] 9:00 a.m., New York City Minneapolis time, on [ ], 20[ ]the third full business day following the date hereof, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time and date of delivery being herein referred to as the “"First Closing Date.” For purposes of Rule 15c6-1 under " Certificates for the Exchange ActFirm Notes, each in definitive form and in such denominations and registered in such names as the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant Underwriters may request upon at least two business days' prior notice to the offering. The Securities Company, will be made available for checking and packaging at the New York office offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at least 24 hours one business day prior to the First Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the Indenture.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby agrees to issue and sell to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of $12.28 per Security (the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein"purchase price per Security"), the respective principal amounts number of Securities Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bear the same proportion to the number of Firm Shares to be sold by the Company, as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto bears to the total number of Firm Shares. The Company hereby agrees to issue and sell to the Underwriters and, on the basis of the representation, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, pursuant to an option to be exercised in the 30-day period commencing on the date of this Agreement, up to 450,000 Additional Shares at the purchase price per Security. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company that proportion of the total number of Additional Shares (subject to adjustment by you to eliminate fractions) to be purchased as the number of Firm Shares set forth opposite the names name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. In the event that the Underwriters purchase less than all the Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion to each other as are the number of Additional Shares to be sold by the Company as set forth herein and in Schedule A I hereto. The Company will deliver the Firm Shares to you for the accounts of the Underwriters, against payment of the purchase price therefor by wire transfer in same day funds or by one or more certified or official bank checks payable in New York Clearing House or other same day funds drawn to the order of the Company. Payment for the Firm Shares shall be made at the office of Lazard Freres & Co. LLC, New York, New York at 10:00 A.M., New York Time, on March 12, 1997 or at such other place, date or time as you and the Company may agree upon in writing (the "Initial Closing Date"). The Company will deliver the Additional Shares to be purchased to you for the accounts of the Underwriters, against payment of the purchase price therefor by wire transfer in same day funds or by one or more certified or official banks checks payable in New York Clearing House or other same day funds drawn to the order of the Company, at the office of Lazard Freres & Co. LLC, New York, New York on such date and at such time (the "Option Closing Date"), as shall be specified in the notice from Lazard Freres & Co. LLC to the Company exercising the option to purchase Additional Shares. The Option Closing Date may be the same as the Initial Closing Date but shall in no event be earlier than the Initial Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to. Such notice may be given, by letter or by telecopy or other facsimile transmission or by telephone (if subsequently confirmed in writing), to the Company at any time within 30 days after the date of this Agreement. The Option Closing Date may be varied by agreement between the Underwriters and the Company. The Initial Closing Date and the Option Closing Date are herein collectively referred to as the "Closing Date." The certificates for all the Firm Shares and the Additional Shares so to be delivered will be in such denominations and registered in such names as you request two full business days prior to the Initial Closing Date or the Option Closing Date, as the case may be, and will be made available at the office of Lazard Freres & Co. LLC, New York, New York or, upon your request, through the facilities of The Depository Trust Company, for checking and packaging at least one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The Company and each of its executive officers, directors and holders of five percent or more of any class of its capital stock agree that, without your prior written consent, it will not offer, sell, contract to sell, file a registration statement with the Commission in respect of, or otherwise dispose of, or write or enter into a cash settled option with respect to, any shares of any class of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such shares of capital stock for a period of 90 days after the date of this Agreement, other than (i) the Securities to be offered sold hereunder and sold by (ii) any shares of such capital stock acquired upon the Underwriters in exercise of an option outstanding on the form of one date hereof or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], 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 “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company agrees to reimburse each of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureProspectus.

Purchase, Sale and Delivery of Securities. (a) 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 issue and sell the Securities to the Underwriter, and the Underwriter agrees to purchase from the Company the Securities as set forth opposite the name of such Underwriter below on the signature page hereof. The purchase price for each share of the Securities to be paid by the Underwriter shall be $2.444 per share. The Company agrees to pay the Underwriter’s compensation, including the issuance of the Underwriter Warrants, all as set forth in Schedule IV hereto. In addition, the Company hereby grants to the Underwriter the option to purchase an aggregate of up to 15% of the Securities purchased pursuant to this Agreement and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of additional shares (“Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering of the Securities, at the same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth herein, the Company agrees aggregate number of Additional Shares as to sell to which the several Underwritersoption is being exercised, and each of the Underwriters agrees, severally date and not jointly, to purchase from time when the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Securities Additional Shares are to be offered delivered (such date and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ], 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 “Option Closing Date.” For purposes of Rule 15c6-1 under ”); provided, however, that the Exchange Act, Option Closing Date shall not be earlier than the Closing Date (if as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and you otherwise applicable settlement date) agree. Payment of the purchase price and delivery for the Additional Shares shall be made at the settlement date Option Closing Date in the same manner and at the same office as the payment for payment of funds and delivery of securities for all the Securities sold pursuant as set forth in subparagraph (b) below. For the purpose of expediting the checking of the certificate for the Additional Shares by you, the Company agrees to the offering. The Securities will be made make a form of such certificate available to you for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP such purpose at least 24 hours prior to one full business day preceding the Option Closing Date. The At any Option Closing Date, the Company agrees shall issue to reimburse each the Underwriter or its assignees additional Underwriter Warrants covering a number of shares equal to 6% of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance of their respective obligations under this Agreement and the IndentureAdditional Shares purchased on such Option Closing Date.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Registered Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities, determined as provided below. If so specified in Schedule A hereto, on the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities as is specified in Schedule A hereto from the Company at the same price as the Underwriters shall pay for the Registered Securities. Said option may be exercised only to cover over-allotments in the sale of the Registered Securities by the Underwriters and may be exercised in whole or in part at any time on or before the thirtieth calendar day after the date hereof upon written or facsimile notice (an "Option Exercise Notice") by the Representatives to the Company setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option and the date on which the Option Securities are to be delivered, as determined by you but in no event earlier than the Closing Date with respect to the Registered Securities or earlier than two or later than ten business days after the date of the Option Exercise Notice. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Registered Securities, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares/units. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities, and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities, 20[ ]and Warrants, if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities, and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities, and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities, and the Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you, through the facilities of The Depository Trust Company, for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor by wire or interbank transfer of immediately available funds to an account specified by the Company (or, if so specified in Schedule A hereto, by certified or official bank check or checks in immediately available funds payable to the order of the Company at the office specified in Schedule A hereto) on the date and at the time specified in such Schedule A, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act". The Option Exercise Notice shall specify a Closing Date for any Option Securities, which may be different than the Closing Date (for the Registered Securities, in which case references herein to "Closing Date" shall refer to each such date as the context requires. Such Securities, and Warrants, if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. The It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company agrees on behalf of any other Underwriter for Securities, and Warrants, if any, to reimburse each be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of the Underwriters for their respective expenses, referred to in Section 5(h) hereof, incurred in connection with the performance any of their respective its obligations under this Agreement and the Indenturehereunder.

Purchase, Sale and Delivery of Securities. On The Offered Securities to be purchased by the basis Underwriters will be delivered by either TB or the Registrants, as the case may be, to you for the accounts of the representations, warranties and agreements and subject to several Underwriters at the terms and conditions set forth herein, office specified in the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver Terms Agreement against payment of the purchase price the Securities to be offered and sold therefor by the Underwriters certified or official bank check or checks in New York Clearing House funds (or as otherwise specified in the form Terms Agreement) payable to the order of one TB or more permanent global securities in registered form without interest coupons which will be deposited with TC, as the Trustee as custodian for The Depository Trust Company (“DTC”) case may be, on the date and registered at the times specified in the name of Cede & Co., as nominee for DTC. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m., New York City time, on [ ], 20[ ]Terms Agreement, or at such other time not later than seven eight full business days thereafter as you and either TB or the Representatives and Registrants, as the Company case may be, determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under " The Offered Securities will be prepared in definitive form and in such authorized amounts or denominations and registered in such names as you may require upon at least two business days' prior notice to TB or the Exchange ActRegistrants, as the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds case may be, and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (as specified for that purpose in the Terms Agreement) at least 24 hours one business day prior to the Closing Date. The Company agrees It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to reimburse each TB or TC, as the case may be, on behalf of any other Underwriter for the Offered Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. TB or TC, as the case may be, will pay you on the Closing Date for the accounts of the Underwriters any fee, commission or other compensation specified in the Terms Agreement. Such payment will be made by certified or official bank check in New York Clearing House funds (or by such other method specified in the Terms Agreement). If so authorized in the Terms Agreement, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Offered Securities from TB or the Registrants, as the case may be, pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as TB or the Registrants, as the case may be, may approve. Offered Securities to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, TB or the Registrants, as the case may be, will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by TB or the Registrants, as the case may be, but, except as TB or the Registrants, as the case may be, may otherwise agree, such Delayed Delivery Contracts must be for their respective expensesat least the minimum amount of Contract Securities set forth in the Terms Agreement, referred to and the aggregate amount of Contract Securities may not exceed the amount set forth in Section 5(hthe Terms Agreement. You will advise TB or the Registrants, as the case may be, of the proposed sales of the Contract Securities not later than 10:00 A.M., New York City time, on the third full business day preceding the Closing Date (or at such later time as TB or the Registrants, as the case may be, may otherwise agree). TB or the Registrants, as the case may be, will advise you not later than 10:00 A.M., New York City time, the second full business day preceding the Closing Date (or at such later time as you may otherwise agree) hereof, incurred of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in connection with respect of the validity or performance of their respective obligations under this Delayed Delivery Contracts. The amount of Offered Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Offered Securities set forth opposite the name of such Underwriter bears to the total amount of Offered Securities set forth in the Terms Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise TB or the IndentureRegistrants, as the case may be; provided, however, that the total amount of Offered Securities to be purchased by all Underwriters shall be the total amount of Offered Securities set forth in the Terms Agreement less the aggregate amount of Contract Securities.

Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of [ ]% of the principal amount thereof plus accrued interest from [ ] to the Closing Date (as defined herein)set forth in Schedule A hereto, the respective principal amounts amount of Securities Registered Securities, and the amount of Warrants, if any, set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto reduced by such Underwriter's portion of any Contract Securities, determined as provided below. If so specified in Schedule A hereto, on the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities as is specified in Schedule A hereto from the Company at the same price as the Underwriters shall pay for the Registered Securities. Said option may be exercised only to cover over-allotments in the sale of the Registered Securities by the Underwriters and may be exercised in whole or in part at any time on or before the thirtieth day after the date hereof upon written or facsimile notice by the Representatives to the Company setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Registered Securities, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares/units. If so authorized in Schedule A hereto, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities, and Warrants, if any, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Securities and Warrants, if any, to be purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities". When Delayed Delivery Contracts are authorized in Schedule A, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum amount of Contract Securities set forth in Schedule A hereto, and the aggregate amount of Contract Securities may not exceed the amount set forth in such Schedule. The Company will deliver against payment of the purchase price the Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons 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. Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants. Payments for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at [ ] a.m.advise you not later than 10:00 A.M., New York City time, on [ ]the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Securities, 20[ ]and Warrants, if any, to be purchased by each Underwriter as set forth in Schedule B hereto shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Securities, and Warrants, if any, set forth opposite the name of such Underwriter bears to the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Securities, and Warrants, if any, to be purchased by all Underwriters shall be the total amount of Securities, and Warrants, if any, set forth in Schedule B hereto less the aggregate amount of Contract Securities. The Securities, and the Warrants, if any, to be purchased by the Underwriters will be delivered by the Company to you for the accounts of the several Underwriters at the office specified in Schedule A hereto against payment of the purchase price therefor by wire or interbank transfer of immediately available funds to an account specified by the Company (or, if so specified in Schedule A hereto, by certified or official bank check or checks in immediately available funds payable to the order of the Company at the office specified in Schedule A hereto) on the date and at the time specified in such Schedule A, or at such other time not later than seven eight full business days thereafter as the Representatives you and the Company determine, such time being herein referred to as the “"Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, ". Schedule A may specify a Closing Date for any Option Securities to be different than the Closing Date (for the Registered Securities, in which case references herein to "Closing Date" shall refer to each such date as the context requires. Such Securities, and Warrants, if later than the otherwise applicable settlement date) shall any, will be the settlement date for payment of funds prepared in definitive form and delivery of securities for all the Securities sold pursuant in such authorized denominations and registered in such names as you may require upon at least two business days' prior notice to the offering. The Securities Company and will be made available for checking and packaging at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at which they are to be delivered on the Closing Date (or such other office as may be specified for that purpose in Schedule A) at least 24 hours one business day prior to the Closing Date. It is understood that you, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities, and Warrants, if any, to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. The Company agrees will pay to reimburse each you on the Closing Date for the accounts of the Underwriters for their respective expensesany fee, referred commission or other compensation which is specified in Schedule A hereto. Such payment will be made by wire or interbank transfer of immediately available funds to an account that you specify (or, if so specified in Section 5(h) hereofSchedule A hereto, incurred by certified or official bank check or checks in connection with New York Clearing House funds to your order at the performance of their respective obligations under this Agreement and the Indentureoffice specified in Schedule A hereto).