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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers severally and jointly agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 97.97792.717% of the principal amount thereofthereof plus accrued interest from February 26, 2003 to the Closing Date (as defined below), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, account drawn to the order of ON Semiconductor Corporation or as the Company may direct at 12:00 P.M.the office of Cleary, Gottlieb, Xxxxx & Xxxxxxxx ("CGSH"), Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time), on December 20March 3, 20012003, or at such other time not later than seven full business days thereafter as the Representative Xxxxxxx Xxxxx Xxxxxx Inc. and the Company determine, such time being herein referred to as the "CLOSING DATE", ," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP CGSH at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of 97.977% $48.28 per share, that number of Offered Securities (subject to adjustment by the principal amount thereof, Representative to eliminate fractions) obtained by multiplying the respective principal amounts number of Offered Securities set forth opposite the names name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Shareholders will deliver the Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in Schedule A hereto. The Company will deliver a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representative, drawn to Representative that have so delivered the order Offered Securities on behalf of the Company Selling Shareholders, at 12:00 P.M.the office of Xxxxx Xxxx & Xxxxxxxx LLP, (at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time), on December 2010, 20012012, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Offered Securities so to be delivered or evidence of their transfer will be made available for checking at the above office of Squire, Xxxxxxx Xxxxx Xxxx & Xxxxxxx, Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Funding Corporation agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyFunding Corporation, at a purchase price of 97.97799.125% of the principal amount thereofof the Securities, plus accrued interest from October 13, 1998 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered the Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A I hereto. The Company Funding Corporation will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive registered form without interest coupons (the "GLOBAL SECURITIESGlobal Securities") ), which will be deposited with the Trustee Trustee, as custodian for The Depository Trust Company ("DTC") ), and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities perma nent Global Securities will be held only in book-entry form through DTCform, except in the limited circumstances described in the ProspectusOffering Circular. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable in New York previously designated to CSFBC by the Representative, Funding Corporation drawn to the order of the Company Funding Corporation, at 12:00 P.M.the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M., (New York time), on December 20October 13, 2001, 1998 or at such other date and time not later than seven full business days thereafter as the Representative CSFBC and the Company Funding Corporation determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireSkadden, Arps, Slate, Xxxxxxx & Xxxxxxx, Xxxx LLP at least 24 hours prior to the Closing Date. Notwithstanding the foregoing, any Securities sold to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 4(e) shall be issued in definitive physical certificates and shall bear the legend relating thereto set forth under "TRANSFER RESTRICTIONS" in the Offering Circular, but shall be paid for in the same manner as any Securities to be purchased by the Purchasers hereunder and to be offered and sold by them in reliance on Rule 144A under the Securities Act. 4.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersInitial Purchasers, and the Underwriters agree, severally and not jointly, Initial Purchasers agree to purchase from the Company, at a purchase price of 97.97797% of the principal amount thereofthereof plus accrued interest from May 11, 1999 to the Closing Date (as hereinafter defined), the respective principal amounts amount of Offered Securities set forth opposite the names name of the Underwriters several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account maintained by the Escrow Agent at a bank acceptable to CSFBC in connection with a closing to be held at the Representativeoffice of Cravath, drawn to the order of the Company Swaine & Xxxxx at 12:00 P.M., 9:00 A.M. (New York time), on December 20May 11, 20011999, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97795.941% of the principal amount thereofthereof plus accrued interest from November 30, 2005 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, CSFB drawn to the order of the Company at 12:00 P.M.the office of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, N.Y. 10019 at 0:00 A.M. (New York time), on December 20xx Xxxxxxxx 00, 20010000, or at such other xx xx xxxx xxxxx time not later than seven full business days thereafter as the Representative CSFB and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Moore LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 97.97799.184 % of the principal amount thereofthereof plus accrued interest, if any, from June 21, 2000 to the Closing Date (as hereinafter defined) the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Offered Securities sold to institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, will be delivered as definitive fully registered certificates (the "DEFINITIVE SECURITIES") in such names and in such denominations as CSFBC may request. Payment for the Offered Securities shall be made by the Underwriters several Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, CSFBC drawn to the order of the Company Issuer at 12:00 P.M.the offices of Milbank, Tweed, Hadlxx & XcClxx XXX, 1 Chxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 a.m. (New York time), on December 20June 21, 20012000, or at such other time and date not later than seven full business days thereafter as the Representative CSFBC and the Company Issuer determine, such time and date being herein referred to as the "CLOSING DATE", ," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities and the Definitive Securities will be made available for checking at the above office offices of SquireMilbank, Xxxxxxx Tweed, Hadlxx & Xxxxxxx, LLP XcClxx XXX at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a Company $200,000,000 principal amount of the Offered Securities. The purchase price of 97.977% the Offered Securities shall consist of: (a) $160,093,129.89 (the "DOLLAR PRICE") to be retained by the Underwriter in connection with the purchase of the Outstanding Notes (as defined below) pursuant to the Purchase Agreement between the Underwriter and Morxxx Xxaxxxx & Co. Incorporated, dated September 14, 2001, (b) (i) $51,384,870.11, which includes accrued interest of $5,800,000 from May 1, 2001 to September 21, 2001 on the Offered Securities, less (ii) accrued interest on the Dollar Price to be retained by the Underwriter, calculated at the Underwriter's cost of funds, from September 17, 2001 to the Closing Date, and (c) the delivery by the Underwriter to the Company of $150,000,000 aggregate principal amount thereofof Remarketed Notes due September 15, 2038, issued by the respective principal amounts of Offered Securities set forth opposite Company on September 16, 1998 (the names of the Underwriters in Schedule A hereto"OUTSTANDING NOTES"). The Company will deliver against payment of the purchase price (including that portion of the purchase price consisting of delivery by the Underwriter to the Company of the Outstanding Notes) the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, and to be credited to the Underwriter's account with DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by delivery by the Underwriters Underwriter to the Company, or its order, of the Outstanding Notes, free of payment, and with respect to the cash portion of the purchase price, by the Underwriter in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to bank, designated by the Representative, drawn to Company and open for the order receipt of funds (and verification of the Company receipt of funds), at 12:00 P.M., 9:00 a.m. (New York time), on December 20September 26, 2001, or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP DTC or its designated custodian (the "DESIGNATED OFFICE") at least 24 hours one business day prior to the Closing Date. The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6, including the cross-receipt for the Offered Securities and any additional documents requested by the Underwriter pursuant to Section 6, will be delivered at the offices of Palxxx & Dodge LLP, One Xxxxxx Xxxxxx, Xxxxxx, XX 00000, xnd the Offered Securities will be delivered at the Designated Office, all at 9:00 A.M. on the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97797.25% of the principal amount thereof, the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Circular. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, CSFB drawn to the order of the Company or as the Company may direct at 12:00 P.M.the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M. (New York time), on December 20March 15, 20012004, or at such other time not later than seven full business days thereafter as the Representative CSFB and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany the principal amount of Offered Securities set forth in Schedule A opposite the name of such Underwriter, at a plus any additional amount of Offered Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The purchase price of 97.977the Offered Securities shall be 97.682% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and ), registered in the name of Cede & Co., as nominee for DTC, and to be credited to the account of MERRILL LYNCH for the respective accounts of the Underwriters with DTC. Interests in Xxxxxexxx xn any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters delivery by MERRILL LYNCH in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to accouxx xx x xxxx, designated by the Representative, drawn to Company and open for the order receipt of funds (and verification of the Company receipt of funds), at 12:00 P.M., 9:00 A.M. (New York time), on December 20June 13, 20012003, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase prices for, the Offered Securities which it has agreed to purchase. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP DTC or its designated custodian (the "DESIGNATED OFFICE") at least 24 hours one business day prior to the Closing Date. The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6, including the cross-receipt for the Offered Securities and any additional documents requested by the Representatives pursuant to Section 6, will be delivered at the offices of Palmer & Dodge LLP, 111 Huntington Avenue, Boston, MA 02199, and the Oxxxxxx Securities wixx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxe, all at 9:00 A.M. on the Closing Date. The Company hereby confirms its engagement of Merrill Lynch as, and Merrill Lynch hereby confirms its agreement with xxx Xxmxxxx to render xxxxxxex xx, a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Offered Securities. Merrill Lynch, solely in its capacity as qualified independent underwrxxxx xxd xxx otherwise, is referred to herein as the "Independent Underwriter".

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price of 97.977% of the principal amount thereof$[.] per share, the respective principal amounts number of Offered Firm Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company and the Selling Stockholder will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company in the case of 500,000 shares of Firm Securities and [Xxxx X. Xxxxxx as Trustee of The Xxxx X. Xxxxxx 1991 Trust] in the case of 2,000,000 shares of Firm Securities, at 12:00 P.M.the office of Cravath, (Swaine & Xxxxx, at 10:00 A.M., New York time), on December 20[.], 20011999, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEFirst Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of 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 and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price 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 above office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.125% of the principal amount thereofthereof plus accrued interest from October 23, 2001 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will shall deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer (in accordance with the wire transfer instructions attached hereto as Schedule B) to an account at a bank acceptable to the Representative, CSFBC drawn to the order of the Company Xxxxxx Energy LLC at 12:00 P.M., 9:30 A.M. (New York time), on December 20October 23, 2001, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. Closing Date." The Global Securities will be made available for checking at the above office of SquireSkadden, Arps, Slate, Xxxxxxx & Xxxxxxx, Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.728% of the principal amount thereof, the respective principal amounts amount of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Underwriters Representatives in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Company, at 12:00 P.M.10:00 a.m., (New York time), on December 20April 12, 20012018, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all Securities. Certificates, legal opinions and other documents evidencing the performance and satisfaction by the Company of the Offered Securitiesconditions and covenants to be performed and satisfied by it hereunder shall be delivered to the Representatives at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000. The Global Securities will be made available for checking at the above office such offices of Squire, Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977101.50% of the principal amount thereofthereof plus accrued interest from April 9, 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentative on April 9, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of Company the respective aggregate principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the respective Underwriters in Schedule A heretohereto at a price equal to 97% of the aggregate principal amount thereof (the “Purchase Price”). The Representative hereby advises the Company that the Representative intends to offer for sale to the public, initially on the terms set forth in the Pricing Prospectus, the Securities as soon after this Agreement has been executed and the Representative has determined is advisable and practicable. The Company will deliver to the Underwriters one or more certificates representing the Securities (collectively, the “Global Note”), as the case may be, in definitive form registered in such names and denominations as the Representative may request against payment by the Underwriters of the purchase price therefor by wire transfer in federal (same day) funds to such bank account or accounts as the Offered Company shall designate to the Representative at least two business days prior to the Closing Date, with any transfer or similar taxes payable in connection with the sale and delivery of certificates or security entitlements for the Securities duly paid by the Company. The Global Note in definitive form shall be made available to the form Underwriters for inspection at the New York City offices of Xxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representative) not later than 10:00 a.m. (New York City time) one business day immediately preceding the Closing Date. Securities to be represented by one or more permanent definitive global securities in definitive book-entry form (will be deposited on the "GLOBAL SECURITIES") deposited Closing Date, by or on behalf of the Company, with the Trustee as custodian for The Depository Trust Company ("“DTC"”) or its designated custodian and registered in the name of Cede & Co.Co. The date and time for delivery of and payment for the Securities is herein called the “Closing Date.” Time shall be of the essence, as nominee and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Representative hereunder. The several Underwriters propose to offer the Securities for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in sale upon the limited circumstances described terms and conditions set forth in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Company (i) at a purchase price of 97.977[ ]% of the principal amount thereofthereof plus accrued interest, if any, from [], 20[ ] to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities the 20[ ] Bonds set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for each of the Offered Securities 20[ ] Bonds to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities 20[ ] Bonds shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Underwriters drawn to the order of the Company at 12:00 P.M.10:00 A.M., (New York time), on December [ ], 20, 2001[ ], or at such other time not later than seven full business days thereafter as the Representative Underwriters and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireLxxxxx & Wxxxxxx LLP, Xxxxxxx & Xxxxxxx800 Xxxxx Xxxxxx, LLP Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereofIssuers, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto, at a purchase price of 96 1/2% of the principal amount thereof for Senior Notes, and 97% of the principal amount thereof for Equipment Notes, in each case plus accrued interest (if any) from March 18, 1997 to the Closing Date (as hereinafter defined). The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated to CSFBC by WinStar at a bank acceptable to CSFBC, at the Representativeoffice of Cravath, drawn to the order of the Company Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 10019-7475 at 12:00 P.M., 10:00 A.M. (New York time), on December 20March 18, 20011997, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Issuers determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office offices of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, with respect to the Offered Securities, at a purchase price of 97.97799.502% of the principal amount thereofthereof plus accrued interest, if any, from June 19, 2018 to the Closing Date, the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in on Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Offered Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company at 12:00 P.M.the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (New York time), on December 20June 19, 2001, 2018 or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Offered Global Securities will be made available for checking at the above office of Squire, Xxxxxxx Xxxxx Xxxx & Xxxxxxx, Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and each of the Underwriters agreePurchasers agrees, severally and not jointly, to purchase from the Company, (i) Notes having an aggregate principal amount at maturity set forth opposite the name of such Purchaser on Schedule A hereto at a purchase price of 97.977% 51.5759 of the principal amount thereofat maturity thereof plus accrual of Accreted Value, if any, from February 9, 1998 to the respective principal amounts Closing Date, and (ii) the number of Offered Securities Units set forth opposite the names name of the Underwriters in such Purchasers on Schedule A heretohereto at a purchase price of $965 per Unit plus accumulated dividends, if any, from February 9, 1998 to the Closing Date. The Company will deliver against payment of the purchase price the Offered Securities Notes and the Units in the form of one or more permanent global securities Notes and one or more global Units (each of which will consist of one or more global certificates for shares of Exchangeable Preferred Stock and one or more global Warrants) in definitive form (collectively, the "GLOBAL SECURITIESGlobal Securities") which will be deposited with the applicable Trustee or Transfer Agent, as the case may be, as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same same-day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, CSFBC drawn to the order of the Company Company, at 12:00 P.M.the office of Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 at 10:00 A.M. (New York time), on December 20February 9, 20018 1998, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", Closing Date," against delivery to the applicable Trustee or Transfer Agent, as the case may be, as custodian for DTC of the applicable Global Securities representing in the aggregate all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97797.0% of the principal amount thereofthereof plus accrued interest, if any, from May 27, 2009 to the First Closing Date (as hereinafter defined), the respective principal amounts of Offered Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to you, for the accounts of the Underwriters, against payment of the purchase price the Offered Securities therefor, in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Firm Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Firm Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to you, as instructed by the RepresentativeCompany, drawn to the order of Cephalon, Inc. at the Company office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 12:00 P.M., 9:00 a.m. (New York time), on December 20May 27, 20012009, or at such other time not later than seven five full business days thereafter as the Representative you and the Company determine, such time being herein referred to as the "CLOSING DATE"“First Closing Date”, against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Offered Firm Securities. (As used herein, “business day” means a day on which The NASDAQ Global Select Market 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 Firm Global Securities will be made available for checking at the above office of Squire, Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx, Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from you given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase (for the sole purpose of covering over-allotments made in connection with the sale of the Firm Securities on the trade date at the price indicated in the Prospectus) all or less than all of the Optional Securities at the purchase price per principal amount of Offered Securities (including accrued interest, if any, thereon from May 27, 2009 to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each of the Underwriters in the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Firm Securities (subject to adjustment by you to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by you to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by you on behalf of the several Underwriters but shall not be later than ten full business days after written notice of election to purchase Optional Securities is given. On each Optional Closing Date, the Company will deliver the Optional Securities being purchased on such Optional Closing Date to you, for the accounts of the Underwriters, against payment of the purchase price therefor, in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by you on behalf of the several Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to you, as instructed by the Company, drawn to the order of Cephalon, Inc. at the above office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP against delivery to the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company [and the Subsidiary Guarantors] agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanyCompany [and the Subsidiary Guarantors], at a purchase price of 97.977% of the principal amount thereofthereof plus accrued interest from , 20 to the Closing Date the respective principal amounts of the Offered Securities Securities[, together with the related Guarantees,] set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities [and the Guarantees] in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the RepresentativeUnderwriters specified by the Company, drawn to the order of the Company at 12:00 P.M.9:00 A.M., (New York time), on December 20, 200120 , or at such other time not later than seven full business days thereafter as the Representative Underwriters and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The form of Global Securities will be made available for checking at the above office of SquireXxxxx Xxxxx L.L.P., Xxxxxxx & One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, LLP Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered 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 sell to the UnderwritersPurchasers, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, Company the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A heretohereto (which shall be in minimum denominations of $2,000 and an integral multiple of $1,000 in excess thereof) at a purchase price of (i) in the case of the 2025 Notes, 100.25% of the principal amount of the 2025 Notes, plus accrued and unpaid interest, if any, from July 15, 2017 to the Closing Date (as hereinafter defined) and (ii) in the case of the 2027 Notes, 98.75% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, from June 6, 2017 to the Closing Date. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Documents. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) drawn to the order of Chesapeake Energy Corporation at the Company offices of Xxxxx Xxxxx L.L.P., New York, New York, at 12:00 P.M., 10:00 A.M. (New York time), on December 20October 12, 2001, 2017 or at such other time not later than seven full business days thereafter as the Representative Xxxxxx Xxxxxxx and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97793.446% of the principal amount thereofthereof plus accrued interest from February 2, 2009 to the Closing Date, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of Chesapeake Energy Corporation at the Company office of Cravath, Swaine & Xxxxx LLP at 12:00 P.M., 10:00 A.M. (New York time), on December 20February 2, 2001, 2009 or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered 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 and the Selling Shareholders agree, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of 97.977% of the principal amount thereof$ • per share, the respective principal amounts number of Offered Firm Securities set forth below the caption "Company" or "Selling Shareholders", as the case may be, and opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTCsuch Underwriter in Schedule B hereto. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment Delivery of and payment for the Offered Firm Securities for the accounts of the several Underwriters shall be made by at the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account office of at a bank acceptable to the Representative9:00 AM, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012004, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse First Boston LLC ("CSFB") and the Company determine, such time being herein referred to as the "CLOSING DATEFirst Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the Trustee as custodian offering. Upon the conditions set forth in Section 6A having been satisfied, payment for DTC the Firm Securities being sold by the Company and the Selling Shareholders shall be made (the "Escrow Deposit") by the several Underwriters through the Representatives in U.S. dollars by wire transfer payable in same day funds to an escrow account at a bank acceptable to CSFB and the Company (the "Escrow Account") established by (the "Escrow Agent") pursuant to an agreement (the "Escrow Agreement") governing the escrow arrangement in the form set forth in Annex A-1 hereto. In accordance with and pursuant to the Escrow Agreement, the Escrow Agent shall have been instructed to release payment from the Escrow Account to an account specified by the Company upon receipt of evidence satisfactory to it that the conditions set forth in Section 6B have been satisfied. Upon payment of the Global Securities representing all funds from the Escrow Account to the Company and the Selling Shareholders, delivery of the Offered SecuritiesFirm Securities by the Company and the Selling Shareholders shall be made to the Representatives for the respective accounts of the several Underwriters. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the First Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, Company at a purchase price of 97.977100.081% of the principal amount thereofthereof plus accrued interest from January 6, 2012 to the respective Closing Date (as hereinafter defined), $100,000,000 principal amounts of Offered Securities set forth opposite the names amount of the Underwriters in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price for the Offered Securities to be purchased by the Underwriter hereunder and to be offered and sold by the Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Underwriter drawn to the order of the Company at 12:00 P.M.10:00 A.M., (New York time), on December 20March 6, 20012012, or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireXxxxxx & Xxxxxxx LLP, Xxxxxxx & Xxxxxxx000 Xxxxx Xxxxxx, LLP Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees (i) Note Issuers agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyNote Issuers, at a purchase price of 97.97790.60% of the principal amount thereofat maturity thereof plus accrued interest and any increase in Accreted Value (if any) thereon from March 12, 1998, to the Closing Date, the respective principal amounts of Offered Securities Senior Notes set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto and (ii) the Issuers agree to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Issuers, at a purchase price of $860 per Unit plus accrued interest and any increase in Accreted Value (if any) thereon from March 12, 1998, to the Closing Date, the respective number of Units set forth opposite the names of the several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent registered global securities in definitive global form (the "GLOBAL SECURITIESGlobal Securities") deposited with The Chase Manhattan Bank as Book-Entry Depositary pursuant to the Trustee as custodian for terms of the Note Depository Agreement, and registered in the name of the Book-Entry Depositary, or its nominee. The Depository Book-Entry Depositary will issue one or more certificateless depositary interests to the Depositary Trust Company ("DTC") ). Upon confirmation by DTC that the Book-Entry Depositary has custody of the Global Securities and registered upon acceptance by DTC of the certificateless depositary interest pursuant to the applicable Letter of Representations, DTC will record beneficial interests in the name of Cede & Co., as nominee for DTCGlobal Securities. Interests Beneficial interests in any permanent global securities the Offered Securities will be held shown on, and transfers thereof will be affected only through, records maintained in book-entry form through DTCby DTC and its participants, except in including, as applicable, Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the limited circumstances described in the ProspectusEurodollar System and Cedel Bank, societe anonyme. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account previously designated to NatWest by the Note Issuers at a bank acceptable to NatWest, at the Representativeoffice of Cravath, drawn to the order of the Company Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 12:00 P.M., 10:00 A.M. (New York time), on December 20March 12, 20011998, or at such other time not later than seven full business days thereafter as the Representative NatWest and the Company determineNote Issuers may agree, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC the Book-Entry Depositary of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx or at such other location as NatWest and the Issuers shall agree at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, with respect to the Offered Securities, at a purchase price of 97.97799.750% of the principal amount thereofthereof plus accrued interest, if any, from November 13, 2020 to the Closing Date (the “Purchase Price”), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in on Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representative for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Offered Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in against payment of the limited circumstances described in the Prospectusapplicable Purchase Price. Payment for the Offered Securities shall be made by the Underwriters through the Representative in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of specified by the Company at 12:00 P.M., 9:00 a.m. (New York time), on December 20November 18, 20012020 at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 97.9777 1/4% of the principal amount thereof, the respective principal amounts of Offered Securities Notes (together with Guarantees) set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, CSFBC drawn to the order of the Company at 12:00 P.M.the office of Xxxxxxx Xxxxxxx & Xxxxxxxx at 9:00 A.M., (New York time), on December 20May 1, 20012001 , or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx Xxxxxxx & Xxxxxxx, LLP Xxxxxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a respective purchase price prices of 97.977(a) 99.617% of the principal amount thereofof the 5-Year Notes, (b) 99.396% of the principal amount of the 7-Year Notes, (c) 99.658% of the principal amount of the 10-Year Notes and (d) 99.174% of the principal amount of the 20-Year Notes, in each case plus accrued interest from April 14, 1998 to the Closing Date (as hereinafter defined) the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive registered form without interest coupons (the "GLOBAL SECURITIESGlobal Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company CSFBC at 12:00 P.M., 10:00 a.m. (New York time)) on April 14, on December 20, 20011998, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office offices of SquireAndrxxx & Xurtx X.X.P., Xxxxxxx & Xxxxxxx600 Xxxxxx Xxxxxx, LLP Suite 4200, Houston, Texas 77002, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to Trust and the Guarantor agree that the Trust shall issue and sell to the UnderwritersPurchasers, and the Underwriters agree, severally and not jointly, Purchasers agree to purchase from the CompanyTrust, at a purchase price of 97.977% of $50 per Preferred Security, plus accrued and unpaid distributions if any, from the principal amount thereofclosing date, the respective principal amounts number of Offered Preferred Securities set forth opposite the names name of the Underwriters each Purchaser in Schedule A hereto. The Company Trust will deliver against payment of the purchase price the Offered Preferred Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. The Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Interests in any permanent global securities Preferred Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Global Securities shall be made by the Underwriters Purchasers in Federal (same day) funds to the account specified in Schedule A to this Agreement by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn payable to the order of the Company Trust at 12:00 P.M.the office of Cravath, Swaine & Moore at 10:00 a.m. (New York time), on December 20ox Xxxe 12, 2001, 1997 or at such other time not later than seven full business days thereafter as the Representative Purchasers and the Company determine, Trust and the Guarantor determine such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Global Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 97.97799.04% of the principal amount thereof, thereof in the respective principal amounts of the Offered Securities as set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company Issuers ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds Purchasers by official bank check or checks or wire transfer of immediately available funds to an account designated by the General Partner at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M., 9:00 A.M. (New York City time), on December 20May 3, 20012005, at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time not later than seven full business days thereafter or place as the Representative CSFB and the Company Issuers may determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking inspection by the Purchasers and their counsel at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP offices at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") and designated in writing by the RepresentativeCompany, drawn not less than 48 hours prior to the order of the Company Closing Date, at 12:00 P.M.9:00 A.M., (New York time), on December 20February 13, 2001, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx Lockx Xxxdxxx & Xxxxxxx, LLP Xapp XXX at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.705% of the principal amount thereofthereof plus accrued interest, if any, from May 15, 2020 to the Closing Date (the “Purchase Price”), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in on Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Offered Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in against payment of the limited circumstances described in the Prospectusapplicable Purchase Price. Payment for the Offered Securities shall be made by the Underwriters through the Representatives in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of specified by the Company at 12:00 P.M., 9:00 a.m. (New York time), on December 20May 15, 20012020 at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.75% of the principal amount thereofthereof plus accrued interest from August 11, 2017, to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentative on August 11, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012017, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Xxxxx LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977______% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Offered Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made prices by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of immediately available funds at a bank acceptable to the Representativeoffice of _________________, drawn to the order of the Company at 12:00 P.M.__:00 a.m., (New York time), on December 20on________, 2001199_, or at such other time not later than seven full business days thereafter as the Representative _______________ and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering contemplated by this Agreement. The Global Offered Securities so to be delivered will be in definitive fully registered form, in such denominations and registered in such names as__________ requests and will be made available for checking and packaging at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours of___________y no later than __:00 p.m. on the business day prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of 97.97798.189% of the principal amount thereofthereof plus accrued interest from September 27, 2002 to the Closing Date (as hereinafter defined), the respective $200,000,000 aggregate principal amounts amount of Offered Securities set forth opposite the names of the Underwriters in Schedule A heretoSecurities. The Company will deliver deliver, against payment of the purchase price price, the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Underwriter drawn to the order of the Company at 12:00 P.M.the office of Vinson & Elkins L.L.P., New York, Nxx Xxxk, xx 00:00 A.M. (New York time)) on September 27, on December 20, 20012002, or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx Vinson & Xxxxxxx, LLP Elkins L.L.P. at least 24 hours prior to xxxxx prixx xx the Closing Date.

Purchase, Sale and Delivery of Offered 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 and the Selling Shareholders agree, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of 97.977% of the principal amount thereof$ • per share, the respective principal amounts number of Offered Firm Securities set forth below the caption "Company" or "Selling Shareholders", as the case may be, and opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTCsuch Underwriter in Schedule B hereto. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment Delivery of and payment for the Offered Firm Securities for the accounts of the several Underwriters shall be made by at the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account office of at a bank acceptable to the Representative9:00 AM, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012004, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse First Boston LLC ("CSFB") and the Company determine, such time being herein referred to as the "CLOSING DATEFirst Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the Trustee as custodian offering. Upon the conditions set forth in Section 6A having been satisfied, payment for DTC the Firm Securities being sold by the Company and the Selling Shareholders shall be made (the "Escrow Deposit") by the several Underwriters through the Representatives in U.S. dollars by wire transfer payable in same day funds to an escrow account at a bank acceptable to CSFB and the Company (the "Escrow Account") established by • (the "Escrow Agent") pursuant to an agreement (the "Escrow Agreement") governing the escrow arrangement in the form set forth in Annex A-1 hereto. In accordance with and pursuant to the Escrow Agreement, the Escrow Agent shall have been instructed to release payment from the Escrow Account to an account specified by the Company upon receipt of evidence satisfactory to it that the conditions set forth in Section 6B have been satisfied. Upon payment of the Global Securities representing all funds from the Escrow Account to the Company and the Selling Shareholders, delivery of the Offered SecuritiesFirm Securities by the Company and the Selling Shareholders shall be made to the Representatives for the respective accounts of the several Underwriters. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Global certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP • at least 24 hours prior to the First Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointlyUnderwriter agrees, to purchase from the Company, at a purchase price of 97.97799.014% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A heretoSecurities. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") and designated in writing by the RepresentativeCompany, drawn not less than 48 hours prior to the order of the Company Closing Date, at 12:00 P.M.9:00 A.M., (New York time), on December 20June 10, 20012002, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireAndrews & Kurth Mayor, Xxxxxxx Day, Caldwell & Xxxxxxx, LLP Keeton L.L.P. at least 24 hours prior xxxxx to the Closing xxx Xlosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97795.675% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters Purchasers in Schedule A hereto. ---------- The Company will deliver against payment of the purchase price therefor the Offered Securities in the form of one or more permanent global securities Offered Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC at the Representativeoffice of Xxxxxx Xxxxxx & Xxxxxxx, drawn to the order of the Company 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, at 12:00 P.M., (10:00 A.M. New York City time), on December 20August 1, 20012000, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time date being herein referred to as the "CLOSING DATE", Closing Date," against delivery to the Trustee as custodian for DTC of the Global Securities representing repre- senting all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxx Xxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters agree, severally and not jointly, Purchasers agree to purchase from the Company, at a purchase price of 97.97794.233% of the principal amount thereofthereof plus accrued interest, if any, from October 22, 1998 to the respective Closing Date (as hereinafter defined), $100,000,000 aggregate principal amounts of Offered Securities set forth opposite the names amount of the Underwriters in Schedule A heretoOffered Securities. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC at the Representativeoffice of Cravath, drawn to the order of the Company Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 12:00 P.M., 9:00 A.M. (New York time), on December 20October 22, 2001, 1998 or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Offered Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.425% of the principal amount thereofthereof plus accrued interest from January 8, 2002 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company Washington Mutual, Inc. at 12:00 P.M.their office at 10 A.M., (New York time), on December 20January 11, 20012002, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx & XxxxxxxXxxxx, LLP Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Sellers agree to sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers hereby agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereofSellers, the respective principal amounts number of Offered Securities shares of Convertible Preferred Stock set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto, at a purchase price of $972.50 per share plus accrued dividends (if any) from June 22, 1999 to the Closing Date (as hereinafter defined). The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee Continental Stock Transfer & Trust Company ("Continental") as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account accounts previously designated to the Purchasers by the Sellers at a bank one or more financial institutions acceptable to the RepresentativePurchasers, drawn to at the order office of the Company Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000-0000 at 12:00 P.M., 10:00 A.M. (New York time), on December 20June 22, 20011999, or at such other time not later than seven full business days thereafter as the Representative Purchasers and the Company Sellers determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee Continental as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office offices of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.5% of the principal amount thereofthereof plus accrued interest from January 28, 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentative on January 28, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 2001, 2004 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Mxxxx LLP, 800 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Mxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.116% of the principal amount thereof, the respective principal amounts amount of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver deliver, against payment of the purchase price and the Reimbursement (as defined in Section 5(l)(iii)), the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment of the purchase price for the Offered Securities and the Reimbursement shall be made by the Underwriters Representatives in a single combined payment in Federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Company, at 12:00 P.M.10:00 a.m., (New York time), on December 20January 30, 20012019, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all Securities. Certificates, legal opinions and other documents evidencing the performance and satisfaction by the Company of the Offered Securitiesconditions and covenants to be performed and satisfied by it hereunder shall be delivered to the Representatives at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000. The Global Securities will be made available for checking at the above office such offices of Squire, Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, that number of shares of Firm Stock set forth opposite (x) the name of such Underwriter in Schedule A hereto and (y) the name of such Selling Stockholder in Schedule B hereto. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $[_____] per share (the “Purchase Price”). The Company and the Selling Stockholders, will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Firm Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a purchase price of 97.977% bank specified by the Company payable to the order of the principal amount thereofCompany and the Selling Stockholders for the Firm Stock sold by them all at the offices of Xxxxx Xxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [______], 2019, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Firm Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling Stockholders and the Representatives. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective principal amounts numbers of Offered Securities shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of the Underwriters such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A heretobears to the total number of shares of Firm Stock (subject to adjustment by the Representatives to eliminate fractions). The Company will deliver against payment option granted hereby may be exercised as to all or any part of the purchase price Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the Offered Securities in the form date of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTCthis Agreement. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities No Optional Stock shall be made sold and delivered unless the Firm Stock previously has been, or simultaneously is being, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable Representatives to the Representative, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing DateSelling Stockholders.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97796.132% of the principal amount thereofthereof plus accrued interest from November 17, 2009 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentatives on November 17, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012009, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.75% of the principal amount thereofthereof plus accrued interest from May 13, 2016, to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentative on May 13, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012016, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Xxxxx LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Sellers agree to sell to the Underwritersseveral Purchasers, and each of the Underwriters agreePurchasers hereby agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereofSellers, the respective principal amounts number of Offered Securities shares of Convertible Preferred Stock set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto, at a purchase price of $48.3125 per share (which represents the discount to the Purchasers of $1.6875 per share from the public offering price of $50.00) plus accrued dividends (if any) from March 17, 1998 to the Closing Date (as hereinafter defined). The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee Continental Stock Transfer & Trust Company ("Continental") as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account accounts previously designated to CSFBC by the Sellers at a bank one or more financial institutions acceptable to CSFBC, at the Representativeoffice of Cravath, drawn to the order of the Company Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 10019-7475 at 12:00 P.M., 10:00 A.M. (New York time), on December 20March 17, 20011998, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Sellers determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee Continental as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office offices of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.541% of the principal amount thereofthereof plus accrued interest, if any, from January 21, 2003 to the Closing Date, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company Credit Suisse First Boston Corporation ("CSFBC") at 12:00 P.M.9:00 A.M., (New York time), on December 20January 21, 20012003, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. All certificates, letters, opinions and other items to be delivered hereunder to the Underwriters shall be delivered to the Representative on the Closing Date at the offices of Xxxxxxxxx & Xxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. The Global Securities will be made available for checking at the above such office of Squire, Xxxxxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, (i) at a purchase price of 97.97798.877% of the principal amount thereofthereof plus accrued interest from November 1, 2007 to the Closing Date (as hereinafter defined) the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form Securities (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("the “DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Final Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Washington Mutual, Inc. at 12:00 P.M.their office at 10 A.M., (New York time), on December 20November 1, 20012007, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireXxxxxxxx & Xxxxxxxx LLP, Xxxxxxx & Xxxxxxx000 Xxxxx Xxxxxx, LLP Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97797.25% of the principal amount thereofthereof plus accrued interest from 13, 1999 to the Closing Date (as hereinafter defined) the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities certificates in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account designated by the Company at a bank acceptable to CSFBC at the Representativeoffice of Cravath, drawn to the order of the Company at 12:00 P.M., Swaine & Moorx xx 10:00 a.m. (New York time), on December 20April 13, 20011999, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP at Moorx xx least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97797.5% of the principal amount thereofthereof plus accrued interest from January 21, 1999 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank designated by the Company and acceptable to the Representative, CSFBC or by official Federal Reserve Bank check or checks drawn to the order of the Company at 12:00 P.M.the office of Cravath, Swaine & Xxxxx at 9:00 A.M. (New York time), on December 20January 21, 20011999, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 97.97797.25% of the principal amount thereofthereof plus accrued interest from April 29, 1998 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive registered form without interest coupons (the "GLOBAL SECURITIESGlobal Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC, at the Representativeoffice of Xxxxxxx & Xxxxx L.L.P., drawn to the order of the Company 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 12:00 P.M., 10:00 a.m. (New York time), on December 20April 29, 20011998, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP Xxxxx L.L.P. at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.939% of the principal amount thereofthereof plus accrued interest from March 24, 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price of the Offered Securities in the form of one or more permanent global securities in definitive form Securities (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("the “DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Washington Mutual, Inc. at 12:00 P.M.their office at 10 A.M., (New York time), on December 20March 24, 20012004, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx & XxxxxxxXxxxx, LLP Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersInitial Purchasers, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97797.0% of the principal amount thereofthereof plus accrued interest from May 11, 1999 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment of the purchase price for the Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M.a bank designated by the Company and acceptable to Bear Xxxxxxx at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 9 A.M. (New York time), on December 20May 11, 2001, 1999 or at such other time not later than seven full business days thereafter as the Representative Bear Xxxxxxx and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireSkadden, Arps, Slate, Xxxxxxx & Xxxxxxx, Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.0% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters hereunder in the form of one or more permanent global securities Offered Securities in definitive registered form (the "GLOBAL SECURITIES") without interest coupons deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Offered Securities will be held only in book-book entry form through DTC, DTC except in the limited circumstances described in the Final Prospectus. Payment for the Offered Securities (the "Closing") shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Credit Suisse drawn to the order of the Company at 12:00 P.M.the office of Xxxxx Lovells US LLP, One Xxxxx Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, at 9:00 a.m. (New York time), on December 20August 16, 20012010, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", Closing Date," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the global Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions set forth herein, (i) the Company agrees to issue and sell the Primary Firm Securities, and (ii) each Selling Stockholder agrees, severally and not jointly, to sell the Secondary Firm Securities, in each case, to the Underwriters, and the Underwriters agree to purchase from the Company and the Selling Stockholders the Firm Securities, at a purchase price of $25.515 per share, that number of Firm Securities, as set forth opposite the names of such Underwriters on Schedule A hereto. The Company and the Selling Stockholders will deliver the Firm Securities to the Underwriters for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company (“DTC”), in each such case, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the Company and the Selling Stockholders given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date against payment of the aggregate purchase price therefor by wire transfer in federal (same day) funds to an account at a bank specified by each of the Company and the Selling Stockholders, payable to the order of the Company and the Selling Stockholders, respectively, for the Firm Securities sold by them all at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 a.m. (Eastern Time), on April 8, 2024, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein set forthreferred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Securities may be varied by agreement among the Company, the Selling Stockholders and the Underwriters. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus (any such notice being an “Option Notice” and such 30 day period being the “Option Period”), the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (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”). The Company agrees to sell to the Underwriters, Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase from such Optional Securities. Such Optional Securities shall be purchased for the Company, at a purchase price account of 97.977% each Underwriter in the same proportion as the number of the principal amount thereof, the respective principal amounts of Offered Firm Securities set forth opposite such Underwriter’s name bears to the names total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters for the purpose of covering over-allotments made in connection with the sale of the Underwriters in Schedule A heretoFirm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised pursuant to an Option Notice from time to time, but only within the Option Period, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after an Option Notice is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price the Offered Securities therefor in the form of one or more permanent global securities in definitive form (same manner and at the "GLOBAL SECURITIES") deposited with same office as the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Firm Securities. The Global delivery of any Optional Securities will be made available for checking at through the above office facilities of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing DateDTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.34583% of the principal amount thereofthereof plus accrued interest from September 10, 2012 to the Closing Date, the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment Payment of the purchase price and delivery for the Offered Securities in shall be made at the form offices of one the Company at 10:00 a.m., New York City time, on September 10, 2012, or more permanent global securities in definitive form (at such other time or place on the "GLOBAL SECURITIES") deposited with same or such other date, not later than the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co.fifth business day thereafter, as nominee for DTC. Interests the Representatives and the Company may agree upon in any permanent global securities will be held only in book-entry form through DTCwriting (such time and date of such payment and delivery, except in the limited circumstances described in the Prospectus“Closing Date”). Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable in immediately available funds to the Representative, drawn accounts specified by the Company to the order Representatives against delivery of the Offered Securities to the Representatives through the facilities of The Depositary Trust Company at 12:00 P.M., (New York time“DTC”), on December 20for the account of the Underwriters. Concurrently, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery shall deliver to the Trustee as custodian for DTC DTC, one or more global notes representing the Offered Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of Offered Securities duly paid by the Company. The Company and the Guarantors hereby confirm their engagement of Global Hunter Securities, LLC as, and Global Hunter Securities, LLC hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of the Global Securities representing all Financial Industry Regulatory Authority with respect to the offering and sale of the Offered Securities. The Global Securities will be made available for checking at Hunter Securities, LLC, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date“QIU.”

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.25% of the principal amount thereofthereof plus accrued interest from October 30, 2012, to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentative on October 30, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012012, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Xxxxx LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwriters, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto at a purchase price of 97.977equal to 98.839% of the principal amount thereof, plus accrued interest, if any, from March 17, 2022 to the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A heretoClosing Date (as defined below). The Company will not be obligated to deliver against payment any of the purchase price the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the form judgment of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with Representatives is advisable, and initially to offer the Trustee as custodian for The Depository Trust Company ("DTC") and registered Offered Securities on the terms set forth in the name Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of Cede & Co., as nominee for DTC. Interests in an Underwriter and that any permanent global securities will be held only in book-entry form such affiliate may offer and sell Offered Securities purchased by it to or through DTC, except in the limited circumstances described in the Prospectusany Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Representatives at 12:00 P.M.the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., (New York time), on December 20March 17, 20012022, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC the Depository Trust Company (“DTC”), for the account of the Global Securities Underwriters, of one or more global notes representing all each series of the Offered SecuritiesSecurities (collectively, the “Global Notes”). The Global Securities Notes will be made available electronically for checking at inspection by the above office of Squire, Xxxxxxx & Xxxxxxx, LLP Representatives at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanyCompany the Offered Securities, at a purchase price of 97.97799.007% of the principal amount thereof, the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository the Depositary Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Underwriters Representatives in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Company, at 12:00 P.M.the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 A.M., (New York time), on December 20March 25, 20012008, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanyCompany the Offered Securities, at a purchase price of 97.97798.491% of the principal amount thereof, the respective principal amounts amount of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. In addition, the Underwriters shall make a payment to the Company in an amount equal to $250,000 in respect of certain expenses incurred by the Company in connection with the offering of the Offered Securities (the “Reimbursement Amount”). The Company will deliver against payment of the purchase price and the Reimbursement Amount the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities and the Reimbursement Amount shall be made by the Underwriters Representatives in a single combined payment, in Federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Company, at 12:00 P.M.10:00 a.m., (New York time), on December 20July 22, 20012021, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein containedin this Agreement, but subject to the terms and conditions herein set forthin this Agreement, the Company agrees to sell to (A) the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers agree to purchase, severally and not jointly, to purchase from the Company, the respective principal amount of the Class A Notes set forth opposite their respective names in Schedule A to this Agreement, at a the purchase price of 97.977% of specified in Schedule A and (B) Deutsche Bank and JPMorgan, and Deutsche Bank and JPMorgan agree to purchase, severally and not jointly, from the principal amount thereofCompany, the respective principal amounts amount of Offered Securities the Class B Notes set forth opposite the their respective names of the Underwriters in Schedule A hereto. to this Agreement, at the purchase price specified in Schedule A. The Company will deliver against payment of the purchase price the Offered Securities in the form of initially represented by one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") “Global Securities”), deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and and, in the case of the Global Securities to be sold in the United States, registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTCDTC or, except in the limited circumstances described case of Global Securities sold in offshore transactions, registered in the Prospectusname of a nominee of DTC for the accounts of the Euroclear System (“Euroclear”) and Clearstream Bank, société anonyme (“Clearstream”). Payment for the Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Initial Purchasers by the Company at a bank acceptable to the RepresentativeInitial Purchasers at the office of Xxxxxx & Xxxxxxx LLP, drawn to the order of the Company 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 12:00 P.M., 11:00 A.M. (New York time), on December 20July 28, 20012011, or at such other time not later than seven (7) full business days Business Days thereafter as the Representative Initial Purchasers and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking inspection at the above office of Squire, Xxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97797.75% of the principal amount thereofthereof plus accrued interest (if any) from April 20, 2001 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M., (New York time), Representatives on December April 20, 2001, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, LLP Xxxxx at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Company at a purchase price of 97.977[ ]% of the principal amount thereofthereof plus accrued interest, if any, from [ ] to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Underwriters drawn to the order of the Company at 12:00 P.M.10:00 A.M., (New York time), on December 20, 2001[ ], or at such other time not later than seven full business days thereafter as the Representative Underwriters and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireXxxxxx & Xxxxxxx LLP, Xxxxxxx & Xxxxxxx000 Xxxxx Xxxxxx, LLP Xxx Xxxx, XX 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwriters, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, Company the respective principal amount of the Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto at a purchase price of 97.977equal to 99.110% of the principal amount thereof, plus accrued interest, if any, from December 13, 2022 to the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A heretoClosing Date (as defined below). The Company will not be obligated to deliver against payment any of the purchase price the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the form judgment of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with Representatives is advisable, and initially to offer the Trustee as custodian for The Depository Trust Company ("DTC") and registered Offered Securities on the terms set forth in the name Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of Cede & Co., as nominee for DTC. Interests in an Underwriter and that any permanent global securities will be held only in book-entry form such affiliate may offer and sell Offered Securities purchased by it to or through DTC, except in the limited circumstances described in the Prospectusany Underwriter. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Representatives at 12:00 P.M.the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000, at 9:00 A.M., (New York time), on December 2013, 20012022, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC the Depository Trust Company (“DTC”), for the account of the Global Securities Underwriters, of one or more global notes representing all each series of the Offered SecuritiesSecurities (collectively, the “Global Notes”). The Global Securities Notes will be made available electronically for checking at inspection by the above office of Squire, Xxxxxxx & Xxxxxxx, LLP Representatives at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, Issuers (a) the respective principal amounts of Offered Securities constituting 2008 Notes and the Guarantees thereof set forth in the first column opposite the names of the Underwriters several Purchasers in Schedule A hereto, at a purchase price of 97.5% of the principal amount thereof plus accrued interest from August 11, 2003 to the Closing Date (as hereinafter defined), (b) the respective principal amounts of Offered Securities constituting 2010 Notes and the Guarantees thereof set forth in the second column opposite the names of the several Purchasers in Schedule A hereto, at a purchase price of 96.871% of the principal amount thereof plus accrued interest from August 11, 2003 to the Closing Date and (c) the respective principal amounts of Offered Securities constituting 2013 Notes and the Guarantees thereof set forth in the third column opposite the names of the several Purchasers in Schedule A hereto, at a purchase price of 96.717% of the principal amount thereof plus accrued interest from August 11, 2003 to the Closing Date. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Notes in definitive form (the "GLOBAL SECURITIESGlobal Notes") with the Guarantees affixed thereto (together with the Global Notes, the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company at 12:00 P.M., (New York time)CSFB, on December 20August 11, 20012003, or at such other time not later than seven full business days thereafter as the Representative CSFB and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireO'Melveny & Xxxxx LLP, Xxxxxxx & Xxxxxxx00 Xxxxxxxxxxx Xxxxx, LLP Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the Company, U.S.$850,000,000, principal amount at maturity of Firm Securities at a purchase price of 97.977% of the $344.0687 per $1,000 principal amount at maturity thereof, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Firm Securities in the form of one or more permanent global securities Debentures in definitive form (the "GLOBAL SECURITIESFirm Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Firm Global Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Purchaser drawn to the order of the Company at 12:00 P.M.the office of Xxxxx, (Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 10:00 A.M., New York time), on December 20March 22, 20011999, or at such other time not later than seven full business days thereafter as the Representative Purchaser and the Company determine, such time being herein referred to as the "CLOSING DATEFirst Closing Date", against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Offered Firm Securities. The certificates representing the Firm Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Purchaser given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Purchaser may purchase all or less than all of up to U.S.$280,000,000 principal amount at maturity of the Optional Securities at a purchase price of $344.0687 per $1,000 principal amount at maturity thereof. The Company agrees to sell to the Purchaser the number of Optional Securities specified in such notice and the Purchaser agrees to purchase such Optional Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time (during the 30 day period set forth above) and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Purchaser to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as the "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Purchaser but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global Securities in definitive form (each, an "Optional Global Security") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of the Company against delivery to the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered 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 sell to the UnderwritersPurchasers, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, Company the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A heretohereto (which shall be in minimum denominations of $2,000 and an integral multiple of $1,000 in excess thereof) at a purchase price of 99.00% of the principal amount thereof, plus accrued interest from June 6, 2017 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Documents. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Citigroup Global Markets Inc. (“Citi”) drawn to the order of Chesapeake Energy Corporation at the Company offices of Xxxxx Xxxxx L.L.P., New York, New York, at 12:00 P.M., 10:00 A.M. (New York time), on December 20June 6, 2001, 2017 or at such other time not later than seven full business days thereafter as the Representative Citi and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.775% of the principal amount thereofof the 2004 Notes and 99.052% of the principal amount of the 2010 Notes, plus accrued interest, if any, from May 29, 2003 to the Closing Date, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIESGlobal Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of the Company Credit Suisse First Boston LLC ("CSFB") at 12:00 P.M.9:00 A.M., (New York time), on December 20May 29, 20012003, or at such other time not later than seven full business days thereafter as the Representative CSFB and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. All certificates, letters, opinions and other items to be delivered hereunder to the Underwriters shall be delivered to the Representatives on the Closing Date at the offices of Xxxxxxxxx & Xxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. The Global Securities will be made available for checking at the above such office of Squire, Xxxxxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977[ ]% of the principal amount thereofthereof plus accrued interest from June [ ], 2006 to the Closing Date, the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representative drawn to the order of Chesapeake Energy Corporation at the Company office of Cravath, Swaine & Xxxxx LLP at 12:00 P.M., 10:00 A.M. (New York time), on December 20June [ ], 20012006, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.50% of the principal amount thereofthereof plus accrued interest from March 26, 2014, to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the RepresentativeRepresentative on March 26, drawn to the order of the Company at 12:00 P.M., (New York time), on December 20, 20012014, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of SquireCravath, Xxxxxxx Swaine & Xxxxxxx, Xxxxx LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.172% of the principal amount thereof, the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Saloxxx Xxxxx Xxxnxx, Xxc. ("SSB") and designated in writing by the RepresentativeCompany, drawn not less than 48 hours prior to the order of the Company Closing Date, at 12:00 P.M.9:00 A.M., (New York time), on December 20May 14, 2001, or at such other time not later than seven full business days thereafter as the Representative SSB and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx Lockx Xxxdell & Xxxxxxx, LLP Sapp XXX at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, the respective principal amounts of Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters hereunder in the form of one or more permanent global securities Offered Securities in definitive registered form (the "GLOBAL SECURITIES") without interest coupons deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Offered Securities will be held only in book-book entry form through DTC, DTC except in the limited circumstances described in the Final Prospectus. Payment for the Offered Securities (the "Closing") shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Credit Suisse drawn to the order of the Company at 12:00 P.M.the office of Xxxxx Lovells US LLP, One Xxxxx Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, at 9:00 a.m. (New York time), on December 20May , 20012010, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE", Closing Date," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the global Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, (i) at a purchase price of 97.97799.675% of the principal amount thereofthereof plus accrued interest from December 20, 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities Floating Rate Notes set forth opposite the names of the Underwriters in Schedule A hereto and (ii) at a purchase price of 99.522% of the principal amount thereof plus accrued interest from December 20, 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of the 4.20% Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price of the Offered Securities in the form of one or more permanent global securities in definitive form Securities (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("the “DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representatives drawn to the order of the Company Washington Mutual, Inc. at 12:00 P.M.their office at 10 A.M., (New York time), on December 20, 20012004, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of SquireCleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx & XxxxxxxXxxxx, LLP Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On 2.On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% of the principal amount thereof, Company the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A heretohereto (which shall be in minimum denominations of $2,000 and an integral multiple of $1,000 in excess thereof) at a purchase price of 97.522% of the principal amount thereof, plus accrued interest from December 20, 2016 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Documents. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Deutsche Bank Securities Inc. (“DB”) drawn to the order of Chesapeake Energy Corporation at the Company offices of Xxxxx Xxxxx L.L.P., New York, New York, at 12:00 P.M., 10:00 A.M. (New York time), on December 20, 2001, 2016 or at such other time not later than seven full business days thereafter as the Representative DB and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, on the Closing Date, the Company agrees to sell to the Underwritersseveral Purchasers, and the Underwriters agreeeach such Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798% of the principal amount thereof, plus accrued interest from June 23, 2006 to the respective Closing Date, the principal amounts amount of Offered Securities set forth opposite the names name of the Underwriters such Purchaser in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities certificates in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusFinal Offering Circular. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of specified by the Company at 12:00 P.M.in writing to Banc of America, (New York time)with such payment being made on June 23, on December 20, 20012006, or at such other time not later than seven full business days thereafter as the Representative Banc of America and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered SecuritiesSecurities purchased pursuant to the terms hereof. The Global Securities will be made available for checking at the above office of SquireXxxxxx & Xxxxxxx LLP, Xxxxxxx & XxxxxxxNew York, LLP New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Subsidiary Guarantors agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Subsidiary Guarantors, at a purchase price of 97.97798.424% of the principal amount thereofthereof plus accrued interest from January 13, 2006 to the Closing Date the respective principal amounts of the Offered Securities Securities, together with the related Guarantees, set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities and the Guarantees in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the RepresentativeUnderwriters specified by the Company, drawn to the order of the Company at 12:00 P.M.9:00 A.M., (New York time), on December 20January 13, 20012006, or at such other time not later than seven full business days thereafter as the Representative Underwriters and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The form of Global Securities will be made available for checking at the above office of SquireXxxxx Xxxxx L.L.P., Xxxxxxx & One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, LLP Xxxxx 00000 at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of 97.977% $67.71 per share, that number of Offered Securities (subject to adjustment by the principal amount thereof, Representative to eliminate fractions) obtained by multiplying the respective principal amounts number of Offered Securities set forth opposite the names name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Shareholders will deliver the Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in Schedule A hereto. The Company will deliver a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representative, drawn to Representative that have so delivered the order Offered Securities on behalf of the Company Selling Shareholders, at 12:00 P.M.the office of Xxxxx Xxxx & Xxxxxxxx LLP, (at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time), on December 20August 6, 20012013, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Offered Securities so to be delivered or evidence of their transfer will be made available for checking at the above office of Squire, Xxxxxxx Xxxxx Xxxx & Xxxxxxx, Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.527% of the principal amount thereofthereof (plus accrued interest thereon from June 6, 2006), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Representative drawn to the order of Washington Real Estate Investment Trust at the Company office of Xxxxxx & Xxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX, 00000, at 12:00 P.M.10:00 A.M., (New York time), on December 20July 26, 20012006, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Squire, Xxxxxxx Xxxxxx & Xxxxxxx, Xxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.97798.809% of the principal amount thereofthereof plus accrued interest, if any, from September 28, 2001 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representative, CSFBC drawn to the order of the Company at 12:00 P.M.the office of Akin, Gump, Strxxxx, Xauxx & Felx, X.L.P. at 8:00 A.M., (New York time), on December 20September 28, 2001, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.977% 99.996%% of the principal amount thereofthereof plus accrued interest from March 14, 2007 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the "GLOBAL SECURITIES"“Global Securities”) deposited with the Trustee as custodian for The Depository the Depositary Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, Underwriters drawn to the order of the Company Company, at 12:00 P.M.the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 A.M., (New York time), on December 20March 14, 20012007, or at such other time not later than seven full business days thereafter as the Representative Underwriters and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxx & Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of 97.977% $74.05 per share, that number of Offered Securities (subject to adjustment by the principal amount thereof, Representative to eliminate fractions) obtained by multiplying the respective principal amounts number of Offered Securities set forth opposite the names name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Shareholders will deliver the Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in Schedule A hereto. The Company will deliver a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representative, drawn to Representative that have so delivered the order Offered Securities on behalf of the Company Selling Shareholders, at 12:00 P.M.the office of Xxxxx Xxxx & Xxxxxxxx LLP, (at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time), on December 20November 6, 20012013, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Offered Securities so to be delivered or evidence of their transfer will be made available for checking at the above office of Squire, Xxxxxxx Xxxxx Xxxx & Xxxxxxx, Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of 97.977% $69.43 per share, that number of Offered Securities (subject to adjustment by the principal amount thereof, Representative to eliminate fractions) obtained by multiplying the respective principal amounts number of Offered Securities set forth opposite the names name of such Selling Shareholder in Schedule A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Shareholders will deliver the Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in Schedule A hereto. The Company will deliver a form reasonably acceptable to the Representative against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representative, drawn to Representative that have so delivered the order Offered Securities on behalf of the Company Selling Shareholders, at 12:00 P.M.the office of Xxxxx Xxxx & Xxxxxxxx LLP, (at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time), on December 20September 9, 20012013, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, against the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securitiesoffering. The Global Offered Securities so to be delivered or evidence of their transfer will be made available for checking at the above office of Squire, Xxxxxxx Xxxxx Xxxx & Xxxxxxx, Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.97799.492% of the principal amount thereofthereof plus accrued interest from April 6, 2023 to the Closing Date (the “Purchase Price”), the respective principal amounts of the Offered Securities set forth opposite the names of the several Underwriters in on Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Underwriters for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES"“Offered Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in against payment of the limited circumstances described in the Prospectusapplicable Purchase Price. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, drawn to the order of specified by the Company at 12:00 P.M., 9:00 a.m. (New York time), on December 20May 10, 20012023 through the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time not later than seven full business days thereafter as the Representative Underwriters and the Company determine, such time being herein referred to as the "CLOSING DATE", “Closing Date,” against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder agree, severally but not jointly, to sell to the UnderwritersManagers, and the Underwriters Managers agree, severally and but not jointly, to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price of 97.977% U.S.$ per share, that number of the principal amount thereof, the respective principal amounts of Offered International Firm Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the names of the Underwriters Managers in Schedule A hereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholder hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with The Bank of New York, as custodian ("Custodian"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreements are subject to the interest of the Underwriters and the Managers hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law. The Company and the Custodian will deliver the International Firm Securities to CSFBC for the accounts of the Managers, against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters U.S. dollars in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, CSFBL drawn to the order of Hosokawa Micron International Inc., in the Company case of [534,000] shares of International Firm Securities and Hosokawa Micron Corporation in the case of [150,000] shares of International Firm Securities at 12:00 P.M.the office of Proskauer Rose LLP, (0000 Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 9:00 A.M., New York time), on December 20, 2001, or at such other time not later than seven full business days thereafter as the Representative CSFBL and the Company determine, such time being herein referred to as the "CLOSING DATEFirst Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the Trustee as custodian for DTC of U.S. Offering and the Global Securities representing all of the Offered SecuritiesInternational Offering. The Global certificates for the International Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBL requests and will be made available for checking and packaging at the above office of SquireProskauer Rose LLP, Xxxxxxx & Xxxxxxx, LLP 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 Prospectuses, the Managers may purchase all or less than all of the International Optional Securities at the purchase price per Security to be paid for the International Firm Securities. The International Optional Securities to be purchased by the Managers on any Optional Closing Date (as defined below) shall be in the same proportion to all the Optional Securities to be purchased by the Managers and U.S. Underwriters on such Optional Closing Date as the International Firm Securities bear to all the Firm Securities. The Company agrees to sell to the Managers such International Optional Securities and the Managers agree, severally and not jointly, to purchase such International Optional Securities. Such International Optional Securities shall be purchased for the account of each Manager in the same proportion as the number of shares of International Firm Securities set forth opposite such Manager's name bears to the total number of shares of International Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Managers only for the purpose of covering over-allotments made in connection with the sale of the International Firm Securities. No Optional Securities shall be sold or delivered unless the International Firm Securities and the U.S. Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Managers and the U.S. Underwriters to the Company. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the U.S. Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Company. Each time for the delivery of and payment for the International Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by 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 International Optional Securities being purchased on each Optional Closing Date to CSFBL for the accounts of the several Managers, 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 CSFBL drawn to the order of Hosokawa Micron International Inc., at the above office of Proskauer Rose LLP. The certificates for the International Optional Securities will be in definitive form, in such denominations and registered in such names as CSFBL requests upon reasonable notice (which shall be at least two full business days) prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Proskauer Rose LLP, at a reasonable time in advance of such Optional Closing Date. The Company will pay to the Managers as aggregate compensation for their commitments hereunder and for their services in connection with the purchase of the International Securities and the management of the offering thereof, if the sale and delivery of the International Securities to the Managers provided herein is consummated, an amount equal to U.S. $ per International Security purchased, which may be divided among the Managers in such proportions as they may determine. Such payment will be made on the First Closing Date in the case of the International Firm Securities and on each Optional Closing Date in the case of the International Optional Securities sold to the Manager on such Closing Date, in each case by way of deduction by the Managers of said amount from the purchase price for the International Securities referred to above.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers severally and jointly agree to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 97.97794.237195% of the principal amount thereofthereof plus accrued interest from May 1, 2002 to the Closing Date (as defined below), the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, account drawn to the order of ON Semiconductor Corporation or as the Company may direct at 12:00 P.M.the office of Cleary, Gottlieb, Xxxxx & Xxxxxxxx ("CGSH"), One Liberty Plaza, New York, NY 10006 at 10:00 A.M. (New York time), on December 20May 6, 20012002, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATE", ," against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Squire, Xxxxxxx & Xxxxxxx, LLP CGSH at least 24 hours prior to the Closing Date.