Common use of Debt Securities Clause in Contracts

Debt Securities. Terms Agreement ---------, ---- [Names and Addresses of Representatives] Ladies and Gentlemen: Stolt Offshore S.A., a societe anonyme holding organized under the laxx xx Luxembourg (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the debt securities of the Company specified in Schedule II hereto (the "Securities"). Except to the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that, if this Terms Agreement and the Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Securities are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. [It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereof.] Very truly yours,

Debt Securities. Terms Agreement ---------Principal Issuer Amount Date of Note Maturity Date ------ --------- ------------ ------------- EXHIBIT H [Form of] SECURITY AGREEMENT dated as of August 13, ---- [Names and Addresses of Representatives] Ladies and Gentlemen: Stolt Offshore S.A.1999, among INTERSIL CORPORATION, a societe anonyme holding Delaware corporation (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and the Borrower are referred to collectively herein as the "Grantors") and CREDIT SUISSE FIRST BOSTON, a bank organized under the laxx xx Luxembourg laws of Switzerland, acting through its New York branch (the "CompanyCSFB"), proposesas collateral agent (in such capacity, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Collateral Agent") for the Secured Parties (as defined herein). Reference is made to (a) the Credit Agreement dated as of August 13, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), between among the Company on Borrower, Intersil Holding Corporation, a Delaware corporation, the one hand and __________________, on the other hand, lenders from time to issue and sell to the Underwriters named in Schedule I hereto time party thereto (the "UnderwritersLenders"), CSFB, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and as Collateral Agent, swingline lender and an issuing bank, Xxxxxxx Xxxxx Xxxxxx Inc., as syndication agent, and Xxxxxx Guaranty Trust Company of New York, as documentation agent, and (b) the debt securities Subsidiary Guarantee Agreement dated as of August 13, 1999 (as amended, supplemented or otherwise modified from time to time, the "Subsidiary Guarantee Agreement"), among the Subsidiary Guarantors and the Collateral Agent. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Company Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Subsidiary Guarantors has agreed to guarantee, among other things, all the obligations of the Borrower under the Credit Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Grantors of an agreement in Schedule II hereto the form hereof to secure (a) the due and punctual payment by the Borrower of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each Loan Party under or pursuant to this Agreement and the other Loan Documents and (d) the due and punctual payment and performance of all obligations of the Borrower under each Interest Rate Protection Agreement entered into with any counterparty that was a Lender (or an Affiliate of a Lender) at the time such Interest Rate Protection Agreement was entered into (all the monetary and other obligations described in the preceding letter clauses being referred to collectively as the "SecuritiesObligations"). Except to Accordingly, the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that, if this Terms Agreement Grantors and the Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Securities are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by youCollateral Agent, on behalf of the Underwriters, this Terms Agreement itself and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each Secured Party (and each of the Underwriters and the Company. [It is understood that your acceptance of this letter on behalf of each of the Underwriters is their respective successors or will be pursuant to the authority set forth in a form of Agreement among Underwritersassigns), the form of which shall be supplied to the Company upon request, but without warranty on your part (other than hereby agree as to yourselves) as to the authority of the signers thereof.] Very truly yours,follows:

Debt Securities. Terms Agreement ---------, ---- [Names and Addresses FORM OF UNDERWRITING AGREEMENT --------,----- To the Representatives of Representatives] the Several Underwriters named in the respective Pricing Agreements hereinafter described Ladies and Gentlemen: Stolt Offshore S.A.From time to time Coca-Cola HBC Finance B.V., a societe anonyme holding organized under the laxx xx Luxembourg Dutch corporation with its corporate seat in Amsterdam (the "CompanyIssuer"), proposesproposes to enter into one or more Pricing Agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"), between the Company on the one hand and __________________, on the other handtherein, to issue and sell sell, to the Underwriters several firms named in Schedule I hereto to the applicable Pricing Agreement (such firms constituting the "Underwriters"" with respect to such Pricing Agreement and the securities specified therein) the principal amount of its debt securities of the Company specified identified in Schedule II hereto to such Pricing Agreement (generally and, as the context may require, with respect to such Pricing Agreement, the "Securities"). Except ) to the extent explicitly provided otherwise herein, each of be issued pursuant to the provisions of the Underwriting indenture identified in such Pricing Agreement is incorporated herein by reference in its entirety(hereinafter called the "Indenture"), among the Issuer, Coca-Cola Hellenic Bottling Company S.A., as Guarantor (the "Guarantor"), and the Trustee identified in such Schedule (the "Trustee"). The Securities are to be fully, unconditionally and irrevocably guaranteed (the "Guarantees") as to payment of principal, premium, if any, and interest by the Guarantor. All references herein to "this Agreement" shall be deemed to be refer to this Agreement together with the applicable Pricing Agreement. The Issuer and the Guarantor have filed with the Securities and Exchange Commission (the "Commission") a part of this Terms Agreement registration statement on Form F-3 (Registration No. 333-o), including a prospectus relating to the same extent Securities of a maximum aggregate offering price of $2,000,000,000 to be issued severally from time to time by the Issuer. The Issuer also has filed with, or proposes to file with, the Commission pursuant to Rule 424 under the Securities Act of 1933, as if such provisions had been set forth amended (the "Securities Act"), a Prospectus Supplement specifically relating to the Securities (the "Prospectus Supplement"). Upon request, but not without your agreement, the Issuer may also file a Rule 462(b) Registration Statement in full herein; and each accordance with Rule 462(b) under the Securities Act with respect to an increase of no more than 20% in the representations and warranties set forth therein shall be deemed to have been made at and maximum aggregate offering price mentioned above. The registration statement as of the date of this Terms Agreement, except that, if this Terms Agreement and the Underwriting Agreement are dated different dates, each representation and warranty with respect any Rule 462(b) Registration Statement that becomes effective prior to the Prospectus Closing Date (as defined in Section 2 Article IV below) is hereinafter referred to as the "Registration Statement" and the related prospectus covering the Securities in the form first used to confirm sales of the Underwriting Agreement shall be deemed Securities is hereinafter referred to be a representation and warranty as of the date of the Underwriting Agreement in relation to "Basic Prospectus". The Basic Prospectus as supplemented by the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented Supplement specifically relating to the Securities which are in the subject form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus". Any reference in this Terms Agreement. Each reference Agreement to the Representatives herein and in Registration Statement, the provisions Basic Prospectus, any preliminary form of Prospectus (including the Underwriting Agreement so incorporated by reference Basic Prospectus, a "preliminary prospectus") previously filed with the Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to you. Unless otherwise defined hereinand include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act which were filed under the Securities Exchange Act of 1934, terms defined in as amended, and the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each rules and regulations of the Underwriters Commission thereunder (collectively, the "Exchange Act") on or before the date of Securities are set forth in Schedule II hereto. Subject this Agreement or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; and any reference to "amend", "amendment" or "supplement" with respect to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by referenceRegistration Statement, the Company agrees Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to issue refer to and sell to each include any documents filed under the Exchange Act after the date of this Agreement, or the date of the UnderwritersBasic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein. Any reference to "Rule 462(b) Registration Statement" shall be deemed to refer to a registration statement and each of the Underwriters agrees, severally and not jointly, any amendments thereto filed pursuant to purchase from the Company, at the time and place and at a purchase price Rule 462(b) relating to the Underwriters set forth in Schedule II hereto, offering covered by the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. [It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereofinitial Registration Statement.] Very truly yours,

Debt Securities. Terms Agreement ---------TERMS AGREEMENT --------------- --------- , ---- [Names and Addresses of Representatives] Ladies and Gentlemen: Stolt Offshore S.A.Koninklijke Ahold N.V. (Royal Ahold), a societe anonyme holding public company with limited liability organized under the laxx xx Luxembourg laws of The Netherlands, and with its corporate seat in Zaandam (municipality Zaanstad), The Netherlands (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the debt securities securities, of the Company specified in Schedule II hereto (the "Securities"). Except to the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that, if this Terms Agreement and the Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Securities are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the number principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto. [With respect to all or a portion of the Securities to be purchased and sold by the several Underwriters, the Representatives may elect to have ADNs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company's obligation to sell to the several Underwriters and the several Underwriters' obligations to purchase, Securities. Notice of such election shall be given by the Representatives to the Company at least two business days prior to the relevant Closing Date (the "Notification Time"). The number of ADNs to be purchased by the Underwriters as a result of the making of such election shall be adjusted by the Representatives so as to eliminate any fractional ADNs and the purchase price for any ADNs so delivered as a result of making such election shall be the purchase price per ADN set out in Schedule II hereto. Except as the context may otherwise require, references hereinafter to the Securities shall include Securities in the form of ADNs. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. [It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereof.] . Very truly yours,, KONINKLIJKE AHOLD N.V. By_________________________ Name: Title: Accepted as of the date hereof: By:_________________________ On behalf of each of the Underwriters Schedule I Principal Amount of Underwriter Securities to be Purchased ----------- --------------------------

Debt Securities. Terms Agreement ---------TERMS AGREEMENT --------------- --------- , ---- [Names and Addresses of Representatives] Ladies and Gentlemen: Stolt Offshore S.A.Koninklijke Ahold N.V. (Royal Ahold), a societe anonyme holding public company with limited liability organized under the laxx xx Luxembourg laws of The Netherlands, and with its corporate seat in Zaandam (municipality Zaanstad), The Netherlands (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the debt securities securities, of the Company specified in Schedule II hereto (the "Securities"). Except to the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that, if this Terms Agreement and the Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Securities are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the number principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto. [With respect to all or a portion of the Securities to be purchased and sold by the several Underwriters, the Representatives may elect to have ADNs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company's obligation to sell to the several Underwriters and the several Underwriters' obligations to purchase, Securities. Notice of such election shall be given by the Representatives to the Company at least two business days prior to the relevant Closing Date (the "Notification Time"). The number of ADNs to be purchased by the Underwriters as a result of the making of such election shall be adjusted by the Representatives so as to eliminate any fractional ADNs and the purchase price for any ADNs so delivered as a result of making such election shall be the purchase price per ADN set out in Schedule II hereto. Except as the context may otherwise require, references hereinafter to the Securities shall include Securities in the form of ADNs. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. [It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereof.] . Very truly yours,, KONINKLIJKE AHOLD N.V. By_________________________ Name: Title: Accepted as of the date hereof: By:_________________________ On behalf of each of the Underwriters SCHEDULE I ---------- Principal Amount of Underwriter Securities to be Purchased ----------- -------------------------- ---------------- Total........................................ ================ Schedule II -----------

Debt Securities. Terms Agreement ---------PRICING AGREEMENT ----------------- , ---- [Names and Addresses of Representatives] 199 Avnet, Inc. 00 Xxxxxx Xxxx Xxxx Xxxxx Xxxx, Xxx Xxxx 00000 Attention: Ladies and Gentlemen: Stolt Offshore S.A.Referring to the Debt Securities of Avnet, a societe anonyme holding organized under the laxx xx Luxembourg Inc. (the "Company")) covered by the Registration Statement on Form S-3 (No. 333-53691) (the "Registration Statement") filed by the Company, proposeson the basis of the representations, subject to the terms warranties and conditions stated herein agreements contained in this Agreement and in the Company's Standard Underwriting Agreement, dated _________ __, ____ Agreement Provisions attached hereto (the "Standard Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the debt securities of the Company specified in Schedule II hereto (the "Securities"). Except to the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that, if this Terms Agreement and the Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Securities are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto herein and in the Underwriting Agreement incorporated herein by referencetherein, the Company agrees Underwriters named on Schedule I hereto ("Underwriters") agree to issue and sell to each of the Underwriters, and each of the Underwriters agreespurchase, severally and not jointly, and the Company agrees to purchase from the Company, at the time and place and at a purchase price sell to the Underwriters set forth Underwriters, $ aggregate principal amount of % Due (the "Securities") in Schedule II hereto, the number of Securities respective principal amounts set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each names of the Underwriters and on Schedule A hereto. The price at which the Company. [It is understood that your acceptance of this letter on behalf of each Securities shall be purchased from the Company by the Underwriters shall be % of the Underwriters is or principal amount thereof [plus accrued interest from , 199 ]. The Securities will be pursuant to the authority offered as set forth in a form of Agreement among Underwritersthe Prospectus Supplement relating thereto. The Securities will have the following terms: Title: Interest Rate: % per annum Interest Payment Dates: and commencing , 199 Maturity: Other Provisions: as set forth in the form of which shall be supplied Prospectus Supplement relating to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereof.] Very truly yours,Securities