Common use of PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House by wire transfer of immediately available funds to a bank account designated by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are is to be made at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. A.M., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed). .) The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second third full business day prior to the Closing Date, Date and will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agreeDate. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder hereby grants grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) but only once and at any time before the Closing Date and (ii) only once thereafter upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House by wire transfer of immediately available funds to bank accounts designated by certified or bank cashier's check drawn to the order of the Company and the Selling Shareholder against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein containedagreements contained herein, and but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters and each Underwriter agreesFirm Shares, severally and not jointly, to purchasethe several Underwriters, at a price and each of $______ sharethe Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the that Underwriter's name of each Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereofat a purchase price of $24.2125 per share. Payment for the The Firm Shares to be sold hereunder is purchased by the Underwriters will be delivered by the Company to be made in the office of the Bear, Stearns & Co. Inc. at 383 Madison Avenue, New York, New York Clearing House 10179, xx xxxxrdance with the xxxxx xx xxxx Xxxxxxxxx xxx xxxxxxx xxxxxxx of an aggregate purchase price of $50,531,487.50 therefor by wire transfer of same day funds by certified or bank cashier's checks drawn payable to the order of the Company for the Shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and bank account designated in writing by the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date Time, at 11:00 a.m., New York City time, on March 25, 2002 (or if the NYSE or commercial banks in the City of New York are not open on such day, the next day on which such exchanges and banks are open) (any such day being a "Business Day"), or at such place other time not later than eight full business days thereafter as the Representatives Underwriters and the Company shall mutually agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Time." If requested by the date of exercise of the option is three or more days before the Closing DateUnderwriters, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall will be made on the Option Closing Date prepared in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations definitive form and in such registrations authorized denominations and registered in such names as the Representatives Underwriters may request in writing not later than upon at least two Business Days' prior notice to the second full business day prior the Option Closing Date) Company and will be made available for checking and packaging at the offices office of BT Alex. Browx Xxxorporatedthe Bear, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives Stearns & Co. Inc. at least one business day Business Day prior to the Option Closing DateTixx.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Trust agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ 20.75 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made by wire transfer in New York Clearing House immediately available funds by certified or bank cashierin accordance with the Trust's checks drawn to the order of the Company for the Shares to be sold by it written instructions against delivery of certificates therefor to the Representatives Underwriters for the several accounts of the Underwriters. Such payment and delivery are to be made Underwriters at the offices of BT Alex. Browx XxxorporatedBrown & Sons Incorporated, One Xxxxx XxxxxxSouth Street, XxxxxxxxxBaltimore, XxxxxxxxMaryland 21202, xx 10:00 A.M. Baltimore timeA.M., on the third business day after the New York Cxxx xxxx, xx xxx xxxxx xxxxxxxx xxx xxxxx xhe date of this Agreement or at such other time and date not later than three five business days thereafter as you and the Company Trust shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed). .) The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives Underwriters at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agreeDate. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) but only once and at any time before the Closing Date and (ii) only once thereafter upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, you to the Company Trust setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives Underwriters but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, You may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyTrust. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company Trust against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx XxxorporatedBrown & Sons Incorporated, One Xxxxx XxxxxxSouth Street, XxxxxxxxxBaltimore, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing DateMaryland 21202.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein containedagreements contained herein, and but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters and each Underwriter agreesFirm Shares, severally and not jointly, to purchasethe several Underwriters, at a price and each of $______ sharethe Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the that Underwriter's name of each Underwriter in Schedule I SCHEDULE A hereto, subject at a purchase price of $23.875 per share (the "Purchase Price"). The Shares to adjustments be purchased by the Underwriters will be delivered by the Company to the office of PaineWebber Incorporated at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House terms of this Underwriting Agreement and against payment of the Purchase Price therefor by wire transfer of same day funds by certified or bank cashier's checks drawn payable to the order of the Company for in the Shares to be sold aggregate amount of $47,750,000 at the bank account designated in writing by it against delivery of certificates therefor the Company at least one business day prior to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made Closing Date, at the offices of BT Alex. Browx Xxxorporated10:00 a.m., One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. Baltimore New York time, on June 19, 1998 (or if the third business NYSE or commercial banks in the City of New York are not open on such day, the next day after the date of this Agreement on which such exchanges and banks are open) (any such day being a "Business Day"), or at such other time and date not later than three eight full business days thereafter as you the Underwriters and the Company shall agree uponmutually agree, such time and date being herein referred to as the "Closing Date." (As used hereinIf requested by the Underwriters, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") prepared in such denominations definitive form and in such registrations authorized denominations and registered in such names as the Representatives Underwriters may request in writing not later than the second full business day upon at least two Business Days' prior notice to the Closing Date, Company and will be made available for inspection by checking and packaging at the Representatives office of PaineWebber Incorporated at least one business day Business Day prior to the Closing Date at such place as the Representatives and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters and each Underwriter agrees, severally and not jointly, agree to purchase, at a price of $______ 26.60 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereofShares. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the UnderwritersRepresentatives. Such payment and delivery are to be made at the offices of BT Alex. Browx XxxorporatedDeutsche Bank Securities Inc., One Xxxxx 00 Xxxx 00xx Xxxxxx, Xxxxxxxxx00xx Xxxxx, XxxxxxxxXxx Xxxx, xx Xxx Xxxx, at 10:00 A.M. Baltimore New York time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, Mellon Investor Services L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as the Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx XxxorporatedDeutsche Bank Securities Inc., One Xxxxx 00 Xxxx 00xx Xxxxxx, Xxxxxxxxx00xx Xxxxx, XxxxxxxxXxx Xxxx, Xxx Xxxx. Xxe The Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House immediately available funds by certified or bank cashier's checks drawn wire transfer to the order of the Company for the Shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated_________________________, One Xxxxx Xxxxxx_________________________, Xxxxxxxxxat 10:00 A.M., Xxxxxxxx, xx 10:00 A.M. Baltimore __________ time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed). .) The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agreeDate. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) but only once and at any time before the Closing Date and (ii) only once thereafter upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares__________, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, You may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House immediately available funds by certified or bank cashier's check drawn wire transfer to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated_________________________, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date_________________________.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_______ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House by wire transfer of immediately available funds to a bank account designated by certified or bank cashier's checks drawn to the order of the Company for the Shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated& Xons Incorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. A.M., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed). .) The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second third full business day prior to the Closing Date, Date and will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agreeDate. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) but only once and at any time before the Closing Date and (ii) only once thereafter upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House by wire transfer of immediately available funds to a bank account designated by certified or bank cashier's check drawn to the order of the Company Selling Shareholder against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated& Xons Incorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein containedagreements contained herein, and but subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder the Underwriter, and the Underwriter agrees to purchase from the Company, the Firm Shares at a purchase price of $31.01 per share. The Company understands that the Underwriter intends to deposit the Firm Shares with the trustee of the Trust in exchange for units in the Trust. The Underwriter is acting as sponsor and depositor of the Trust and is therefore considered an affiliate of the Trust. The Firm Shares to be made in purchased by the Underwriter will be delivered by the Company to the office of the Underwriter at 388 Greenwich Street, New York, New York Clearing House 10013, in accordance with the xxxxx xx xxxx Xxxxxxxxx xxx xxxxxxx xxxxxxx xx an aggregate purchase price of $12,349,112.30 therefor by wire transfer of same day funds by certified or bank cashier's checks drawn payable to the order of the Company for at the Shares to be sold bank account designated in writing by it against delivery of certificates therefor the Company at least one business day prior to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made Closing Date, at the offices of BT Alex. Browx Xxxorporated10:00 a.m., One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. Baltimore New York City time, on February 28, 2002 (or if the third business NYSE or commercial banks in the City of New York are not open on such day, the next day after the date of this Agreement on which such exchanges and banks are open) (any such day being a "Business Day"), or at such other time and date not later than three eight full business days thereafter as you the Underwriter and the Company shall agree uponmutually agree, such time and date being herein referred to as the "Closing Date." (As used hereinIf requested by the Underwriter, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") prepared in such denominations definitive form and in such registrations authorized denominations and registered in such names as the Representatives Underwriter may request in writing not later than the second full business day upon at least two Business Days' prior notice to the Closing Date, Company and will be made available for inspection by checking and packaging at the Representatives office of the Underwriter at least one business day Business Day prior to the Closing Date at such place as the Representatives and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $______ 23.105 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Shares shares to be sold by it against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Browx Xxxorporated& Xons Incorporated, One Xxxxx 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 A.M. Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by ChaseMellon Shareholder Services, L.L.C. (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives and the Company shall agreeDate. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of the Company against delivery of certificates therefor (in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior the Option Closing Date) at the offices of BT Alex. Browx Xxxorporated& Xons Incorporated, One Xxxxx 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. Xxe Transfer Agent shall make the certificates for the Option Shares available for inspection by the Representatives at least one business day prior to the Option Closing Date.