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

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York time, on , 1999, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the ---------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Alliance agrees to issue and sell to each of the Underwriters, and each of the Underwriters, Underwriters severally and not jointly, agrees to purchase from the CompanyAlliance, at a purchase price [ ]% of $_______ per sharetheir principal amount, the number respective aggregate principal amounts of Firm Securities the Notes set forth opposite their respective names on Exhibit B hereto. The obligations of the name of such Underwriter in Schedule 1 heretoUnderwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities Notes that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Company Alliance at least 48 hours two business days prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersAlliance, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor by wire transfer in same-day of immediately available funds (the "Wired Funds") to the account of the CompanyAlliance previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxx Xxxxxx & Xabex XXXXxxxxxx, 900 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., at 10:00 a.m. New York time, on [ ], 19991997, or at such other place, time or date as the Representatives Underwriters and the Company Alliance may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company ." Alliance will make such certificate or certificates ------------ for the Firm Securities Notes available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential BT Securities Incorporated Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agrees agree to purchase from the CompanyIssuers, all of the Notes at a purchase price 97.376% of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 heretotheir principal amount. One or more certificates in definitive form for the Firm Securities Notes that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company Issuers to the Representatives for the respective accounts of the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in same-(same day funds (the "Wired Funds"funds) to such account or accounts as the account of Company shall specify prior to the CompanyClosing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities Notes shall be made at the offices of Schuxxx Xxxh Cahixx Xxxxxx & Xabex XXXXeinxxx, 900 Xxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 9:00 A.M., New York time, on December 22, 19991997, or at such other place, time or date as the Representatives Initial Purchasers, on the one hand, and the Company Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities Notes available for checking and packaging by the Representatives Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York of the Company's transfer agent York, or registrar or of Prudential Securities Incorporated at such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 9.45 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Representative requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day of immediately available funds (to an account designated by the "Wired Funds") Company at least 48 hours prior to the account of the CompanyFirm Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Gxxxxxx & Xabex XXXKxxx, 900 S.C., 700 Xxxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000, xx Xxxxxxxxx at 9:30 A.M., New York Milwaukee time, on _____, 1999, or at such other place, time or date as the Representatives Representative and the Company may agree upon or as the Representatives Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New YorkMilwaukee, New York Wisconsin of the Company's transfer agent or registrar or at the offices in Chicago, Illinois of Prudential Securities Incorporated LaSalle St. Securities, Inc. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis --------------------------------------------- of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price the principal amount of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 heretohereto at an aggregate purchase price of $51,144,113, plus accrued interest, if any, from December 23, 1998 to the date of delivery of the Securities. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Companytransfer. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Shearman & Xabex XXXSterling, 900 Xxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 00000 at 9:30 A.M.a.m., New York time, on December 23, 19991998, or at such other place, time or date as the Representatives Underwriters and the Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Company's transfer agent or registrar Trustee or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Shearman & Xabex XXXSterling, 900 Xxxxx 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 xx 9:30 A.M., New York time, on __________, 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 14.5825 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor thereof by wire transfer in same-same day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxx & Xabex XXXXxxxxxx L.L.P., 900 Xxxxx Xxxxxx000 Xxxxxxxxxx Xxxxxx X.X., Xxx Xxxx, Xxx Xxxx 00000, xx Xxxxxxxxxx X.X. 00000 at 9:30 A.M., New York time, on March 25, 19991998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a the purchase price of $_______ per sharespecified in Schedule 1 hereto, the number of Firm 520 Securities set forth opposite the name of such Underwriter in Schedule 1 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the CompanyCompany in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXXdate, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York time, on , 1999time and place identified in Schedule 1 hereto, or at such other placedate, time or date place as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 8 hereof, such date and time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or warrant agent or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 7.205 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxx & Xabex XXXXxxxx, 900 L.L.P., 3000 One Shell Plaza, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 9:30 A.M., New York time, on September 29, 1999, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Cleary, Gottlieb, Xxxxx & Xabex XXXXxxxxxxx, 900 Xxxxx XxxxxxOne Liberty Plaza, Xxx XxxxNew York, Xxx Xxxx 00000New York, xx at 9:30 A.M., New York time, on November __, 19991998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer in same-same day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Weil, Gotshal & Xabex XXXXxxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M.00000 at 10:00 a.m., New York timeCity time on _____ __, on , 19991998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date";" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 5(e) hereof, the Representatives may, in their sole discretion, postpone the Firm Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. If the Representatives so elect, delivery of the Firm Securities may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the Underwriters, Initial Purchasers severally and not jointly, agrees to purchase from the CompanyIssuers, at a purchase price 97.5% of $_______ per sharetheir principal amount, the number respective aggregate principal amounts of Firm the Securities set forth opposite their respective names on Exhibit C hereto. The obligations of the name of such Underwriter in Schedule 1 heretoInitial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request each Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in same-day of immediately available funds (net of the "Wired Funds") overnight cost of such funds to the account of the CompanyCompany previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Cahixx Xxxxxx & Xabex XXXXeinxxx, 900 Xxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M.9:00 a.m., New York time, on July 22, 19991997, or at such other place, time or date as the Representatives Initial Purchasers and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Initial Purchasers at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential CIBC Wood Gundy Securities Incorporated Corp. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $[_______ ] per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Gray Xxxy Xxxx & Xabex XXXXreidenrich LLP, 900 Xxxxx 400 Xxxxxxxx Xxxxxx, Xxx XxxxPalo Alto, Xxx Xxxx 00000CA 94301, xx at 9:30 A.M.a.m., New York time, on [_____], 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, Underwriters severally and not jointly, agrees to purchase from the Company, at a purchase price [ ] of $_______ per sharetheir principal amount, the number respective aggregate principal amounts of Firm Securities the Notes set forth opposite the name of such Underwriter in their respective names on Schedule 1 hereto. The obligations of the Underwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities Notes that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request each Underwriter requests upon notice to the Company at least 48 hours two business days prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor (less an amount equivalent to payment of interest at the then applicable Federal Funds Rate on the purchase price of the Securities for one (1) day) by wire transfer in same-day or check of immediately available funds (the "Wired Funds") to the account of the CompanyCompany previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York [ ] at 10:00 a.m. local time, on [ ], 1999, 1999 or at such other place, 11 -11- time or date as the Representatives Underwriters and the Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 9 7(a) hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities Notes available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated [ ] at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 15.04 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Stroock & Xabex XXXStroock & Xxxxx LLP, 900 Xxxxx Xxxxxx000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 00000 at 9:30 A.M., New York time, on December 15, 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxxxx & Xabex XXXXxxxxxxx LLP, 900 Xxxxx Xxxxxx, Xxx 000 Xxxx Xxxx Xxxx, Xxx Xxxx 00000Xxxx, xx Xxxxxxxxxx at 9:30 A.M., New York time, on March ____, 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 11 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ [ ] per sharePreferred Share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh [Winston & Xabex XXXXxxxxx, 900 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, at 8:30 A.M., Chicago time,] [Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 9:30 A.M., New York City time] on May [ ], on , 19991998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxx, Xxxxx & Xabex XXXXxxxxxx LLP, 900 Xxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 00000 at 9:30 A.M., New York time, on __________, 19991997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agrees agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Company, Company at a purchase price 96.701% of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 heretotheir principal amount. One or more certificates in definitive global form for the Firm Securities Notes that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in same-(same day funds (funds), to such account or accounts as the "Wired Funds") Company shall specify prior to the account of Closing Date, or by such means as the Companyparties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx XxxxXxxxx & Xxxxxxx LLP, Xxx Xxxx 00000New York, xx 9:30 New York at 10:00 A.M., New York time, on December 7, 1999, 2012 or at such other place, time or date as the Representatives Initial Purchasers, on the one hand, and the Company Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm “Closing Date". .” The Company will make such certificate or certificates for the Firm Securities Notes available for checking and packaging by the Representatives Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York of the Company's transfer agent York, or registrar or of Prudential at such other place as Deutsche Bank Securities Incorporated Inc. may designate, at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. ---------- One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Representative request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfer in same-same day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx XxxxXxxxx & Bockius LLP, Xxx Xxxx 000000000 X Xxxxxx, xx XX, Xxxxxxxxxx XX 00000 at 9:30 A.M.a.m., New York timeWashington DC time on ________, on , 19991997, or at such other place, time or date as the Representatives Representative and the Company may agree upon or as the Representatives Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will ----------------- make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-of Federal or similar same day funds (the "Wired Fundswired funds") to the an account of or accounts designated by the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Browx & Xabex Xood XXX, 900 One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 xx 9:30 A.M., New York time, on November __, 1999, 1996 or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the Company, at a purchase price of $_______ per share97.0% of the principal amount thereof, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunderplus accrued interest from November 17, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior 1997, if any, to the Firm Closing DateDate (as defined), the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Representatives Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the respective accounts account of the UnderwritersInitial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Companyimmediately available funds. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh King & Xabex XXXXxxxxxxx, 900 Xxxxx Xxxxxx0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000, xx 00000 at 9:30 A.M., New York time, on November 17, 19991997, or at such other place, time or date as the Representatives Initial Purchaser and the Company may agree upon or as the Representatives Initial Purchaser may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Initial Purchaser at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated Trustee at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, Underwriters severally and not jointly, agrees to purchase from the Company, at a purchase price [ ] of $_______ per sharetheir principal amount, the number respective aggregate principal amounts of Firm Securities the Notes set forth opposite their respective names on Schedule I hereto. The obligations of the name of such Underwriter in Schedule 1 heretoUnderwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities Notes that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request each Underwriter requests upon notice to the Company at least 48 hours two business days prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor (less an amount equivalent to payment of interest at the then applicable Federal Funds Rate on the purchase price of the Securities for one (1) day) by wire transfer in same-day or check of immediately available funds (the "Wired Funds") to the account of the CompanyCompany previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York [ ] at 10:00 a.m. local time, on [ ], 1999, 2001 or at such other place, time or date as the Representatives Underwriters and the Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 9 7(a) hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities Notes available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated [ ] at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 4.675 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxx, Xxxxx & Xabex XXXBockius LLP, 900 Xxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 00000 at 9:30 A.M., New York time, on October 14, 19991997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchaser, acting severally and not jointly, agrees agree to purchase from the CompanyIssuers, the Notes in the respective principal amounts set forth at maturity on SCHEDULE 1 hereto, at a purchase price 70.433% of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 heretotheir principal amount at maturity. One or more certificates in definitive form for the Firm Securities Notes and the related Guarantees that the several Underwriters Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Company at least 48 hours prior to the Firm Closing Date, Date (as defined) shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers, of the purchase price therefor by wire transfer in same-day of immediately available funds (the "Wired Funds") to the account of the CompanyCompany previously designated by it in writing. Such delivery of and payment for the Firm Securities Notes and the related Guarantees shall be made at the offices of Schuxxx Xxxh Cahill Gordon & Xabex XXXReindel, 900 Xxxxx Xxxxxx80 Pine Street, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M.New York, New York time10000, on xx 0:00 X.M., 1999Xxx Xxrk xxxx, or at such other placexx Xxxxxxxxx 00, time or date 0000, xx xx xxxx xxte as the Representatives Initial Purchasers and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities Notes and the related Guarantees available for checking and packaging by the Representatives Initial Purchasers at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential CIBC Wood Gundy Securities Incorporated Corp. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Testx, Xxrwxxx & Xabex XXXXhibxxxxx, 900 Xxxxx XxxxxxXXP, Xxx XxxxBoston, Xxx Xxxx 00000, xx Massachusetts at 9:30 A.M., New York Eastern time, on __________, 19991998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Representative request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account respective accounts of the CompanyCompany and the Custodian on behalf of the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Shearman & Xabex XXXSterling, 900 Xxxxx 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 xx 9:30 A.M., New York time, on June [__], 1999, or at such other place, time or date as the Representatives Representative and the Company may agree upon or as the Representatives Representative may determine pursuant to Section 9 10 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company and the Custodian will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 14.10 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such 10 11 denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Cleary, Gottlieb, Steex & Xabex XXXXamixxxx, 900 Xxxxx XxxxxxXxe Liberty Plaza, Xxx XxxxNew York, Xxx Xxxx 00000New York, xx at 9:30 A.M., New York time, on April 15, 19991998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per shareCommon Share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Winston & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx Xxxx00 Xxxx Xxxxxx Xxxxx, Xxx Xxxx 00000Chicago, xx 9:30 Illinois, at 8:30 A.M., New York Chicago time, on November ___, 19991997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the Underwriters, Initial Purchasers severally and not jointly, agrees to purchase from the CompanyIssuer, at a purchase price of $_______ per share97.072% of their principal amount, the number respective principal amounts of Firm the Securities set forth opposite their names on Exhibit A hereto. The obligations of the name of such Underwriter in Schedule 1 heretoInitial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request each Initial Purchasers requests upon notice to the Company Issuer at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersIssuer, against payment pay- 16 -16- ment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Companyimmediately available funds. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Cahixx Xxxxxx & Xabex XXXXeinxxx, 900 Xxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 10:00 A.M., New York time, on August 28, 19991997, or at such other place, time or date as the Representatives Initial Purchasers and the Company Issuer may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company Issuer will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Initial Purchasers at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential BT Securities Incorporated Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 19.70 per share, the number of Firm Securities Securities, as set forth opposite the name of such Underwriter in Schedule 1 Exhibit A hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of each of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Skadden, Arps, Slate, Meagxxx & Xabex Xlom XXX, 900 300 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York time, on November 21, 19991997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Prudential Securities Incorporated at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Lathxx & Xabex XXXXatkxxx, 900 005 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xx 9:30 A.M.a.m., New York time, on February ___, 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Stroock & Xabex XXXStroock & Xxxxx LLP, 900 Xxxxx Xxxxxx000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 00000 at 9:30 A.M., New York time, on _________, 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the Underwriters, Initial Purchasers severally and not jointly, agrees to purchase from the CompanyIssuers, at a purchase price 98% of $_______ per sharetheir principal amount, the number respective aggregate principal amounts of Firm the Securities set forth opposite their respective names on Exhibit C hereto. The obligations of the name of such Underwriter in Schedule 1 heretoInitial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request each Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in same-day of immediately available funds (net of the "Wired Funds") overnight cost of such funds to the account of the CompanyCompany previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Cahixx Xxxxxx & Xabex XXXXeinxxx, 900 Xxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M.9:00 a.m., New York time, on December 14, 19991998, or at such other place, time or date as the Representatives Initial Purchasers and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Initial Purchasers at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated CIBC Oppexxxxxxx Xxxp. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ $ per shareUnit, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Representative request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor thereof by wire transfer in same-same day funds (the "“Wired Funds"”) to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxxxx Xxxxxx, Xxx XxxxL.L.P., Xxx Xxxx 000003200 Mellon Bank Center, xx 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 at 9:30 A.M., New York Philadelphia time, on , 19992003, or at such other place, time or date as the Representatives Representative and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "“Firm Closing Date"”. The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New YorkPhiladelphia, New York Pennsylvania of the Company's ’s transfer agent or registrar or of Prudential Securities Incorporated Xxxxx, Counts & Co., Inc. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Skadden, Arps, Slate, Xxxxxxx & Xabex Xxxx XXX, 900 Xxxxx XxxxxxPalo Alto, Xxx XxxxCalifornia 94301, Xxx Xxxx 00000, xx at 9:30 A.M., New York time, on __________, 1999, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 11 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 12.50 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXXthe Company, 900 Xxxxx 55 Pxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York time, on June 3, 19991997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date"; provided, however, that the participation of the Company and the Representatives and their respective counsel at such closing may be by telephone or facsimile as reasonably necessary to consummate the transaction contemplated hereunder. The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.the

Purchase Sale and Delivery of the Securities. (a) On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Alliance agrees to issue and sell to each of the Underwriters, and each of the Underwriters, Underwriters severally and not jointly, agrees to purchase from the CompanyAlliance, at a purchase price [ ]% of $_______ per sharetheir principal amount, the number respective aggregate principal amounts of Firm Securities the Notes set forth opposite their respective names on Exhibit B hereto. The obligations of the name of such Underwriter in Schedule 1 heretoUnderwriters under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities Notes that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Company Alliance at least 48 hours two business days prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersAlliance, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor by wire transfer in same-day of immediately available funds (the "Wired Funds") to the account of the CompanyAlliance previously designated by it in writing. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxx Xxxxxx & Xabex XXXXxxxxxx, 900 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., at 10:00 a.m. New York time, on [ ], 19991997, or at such other place, time or date as the Representatives Underwriters and the Company Alliance may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company ." Alliance will make such certificate or ------------ certificates for the Firm Securities Notes available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential BT Securities Incorporated Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ 18.75 per shareCommon Share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Winston & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx Xxxx00 Xxxx Xxxxxx Xxxxx, Xxx Xxxx 00000Chicago, xx 9:30 Illinois, at 8:30 A.M., New York Chicago time, on November 17, 19991997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Skadden, Arps, Slate, Xxxxxxx & Xabex XXXXxxx (Illinois), 900 Xxxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000Illinois 60606-1285, xx at 9:30 A.M., New York Chicago time, on November ___, 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ [.] per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Skadden, Arps, Slate, Xxxxxxx & Xabex XXXXxxx (Illinois), 900 Xxxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000Illinois 60606-1285, xx at 9:30 A.M., New York Chicago time, on [.], 19992000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_________ per or share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxx, Xxxx & Xabex XXXXxxxxxxx, 900 Xxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxx Xxxx 00000, xx -0000 at 9:30 A.M., New York time, on February , 1999, 1998 or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the Underwriters, Initial Purchasers severally and not jointly, agrees to purchase from the Company, at a purchase price 97.309% of $_______ per share, their principal amount the number respective aggregate principal amounts of Firm Securities the Notes set forth opposite their respective names on Exhibit C hereto. The obligations of the name of such Underwriter in Schedule 1 heretoInitial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Firm Securities Notes that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names names, as the Representatives Initial Purchasers request upon notice to the Company at least 48 hours prior to the Firm Closing Date, Date (as defined) shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers, of the purchase price therefor by wire transfer in same-day of immediately available funds (the "Wired Funds") to the account of the CompanyCompany previously designated by it in writing. Such delivery of and payment for the Firm Securities Notes and the related Guarantees shall be made at the offices of Schuxxx Xxxh Cahixx Xxxxxx & Xabex XXXXeinxxx, 900 Xxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 9:00 A.M., New York time, on June 23, 19991997, or at such other place, time or date as the Representatives Initial Purchasers and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". ." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Initial Purchasers at the offices in New York, New York of the Company's transfer agent or registrar or of Prudential CIBC Wood Gundy Securities Incorporated Corp. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the CompanySecurities, at a purchase price 97.0% of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 heretotheir principal amount. One or more certificates in definitive form for the Firm Securities Notes and Guarantees that the several Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Initial Purchaser requests upon notice to the Company at least 48 36 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company Issuers to the Representatives for the respective accounts of the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer in same-(same day funds (funds), to such account or accounts as the "Wired Funds") Company shall specify prior to the account of Closing Date, or by such means as the Companyparties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh Xxxxxx Xxxxxx & Xabex XXXXxxxxxx, 900 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 at 10:00 A.M., New York time, on March 3, 19991998, or at such other place, time or date as the Representatives Initial Purchaser, on the one hand, and the Company Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 9 hereofupon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". CLOSING DATE." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Initial Purchaser at the offices of Xxxxxx Xxxxxx & Xxxxxxx in New York, New York of the Company's transfer agent York, or registrar or of Prudential Securities at such other place as BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Firm Closing Date.