Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulPillsbury Madison & Sutro, Hastings, Xxxxxxxx & 0000 Xxxxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and XX 00000xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __December 8, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Sellers shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Sellers shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, Xxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation account of each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York or at such other location as the parties may agree. Such delivery of the Purchase Price therefor by wire transfer Initial Securities and payment of Federal or other funds immediately available in the purchase price thereof shall be made at 10:00 a.m. (New York CityCity time), on the seventh business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes, which will be deposited with the Trustee as custodian for DTC. The certificates for the global notes representing the Shares shall Securities will be made available for inspection examination by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters (the “Representatives”), in New York City not later than 9:30 A.M., 10:00 a.m. (New York City time, ) on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Delivery Date, as the case may be. The cost of original issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Underwriter of the Securities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no not later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __July 14, 2000 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Corporation Jenrxxxx Xxxurities Corporation, the Company and the Company Selling Shareholders shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulSimpxxx Xxxxxxx & Xartxxxx, Hastings, Xxxxxxxx & 005 Xxxxxxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Xxxxxxx Xxxxxxxxx, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, --- against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York CityCity to the accounts specified by the Company and to a single custodian bank on behalf of all of the Selling Stockholders. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm ----------------- Shares shall be 9:00 A.M.a.m., New York City time, on February [________] [__], 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any ------------ Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to and in accordance with Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATEOption Closing Date." ------------------- The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement 10 hereof shall be delivered at the offices of PaulSkadden, HastingsArps, Xxxxxxxx Slate, Xxxxxxx & Xxxxxx, Xxxx LLP, 000 Xxxx Xxxxx Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxProfessional Corporation, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts Payment of the several Underwriterspurchase price for, against payment to and delivery of certificates for, the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made available for inspection not later than 9:30 A.M.at the offices of CIBC World Markets Corp., One Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xt 10:00 a.m., New York City time, on the fourth business day prior to following the Closing Date date of this Agreement or at such time on such other date, not later than ten (10) business days after the applicable Option Closing Date (as defined below)date of this Agreement, as shall be agreed upon by the case may be, at Company and the office of DTC or its designated custodian Underwriters (the "DESIGNATED OFFICE"). The such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for the Firm such Option Shares shall be 9:00 A.M.made at the above-mentioned offices, New York City timeor at such other place as shall be agreed upon by the Underwriters and the Company, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and each date of delivery for as specified in the Firm Shares are hereinafter referred notice from the Underwriters to as the "CLOSING DATE." The Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and the Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company and to the Selling Shareholder for any Additional the shares purchased from the Selling Shareholder, against delivery of the respective certificates to the Underwriters for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Underwriters shall be 9:00 A.M.request at least two full business days before the Firm Shares Closing Date or, New York City timein the case of Option Shares, on the date specified day of notice of exercise of the option as described in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation l(b) and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date by or any Option Closing Date on behalf of the parties hereto pursuant Company to Section 8 the Underwriters through the facilities of this Agreement shall be delivered at the offices Depository Trust Company ("DTC") for the account of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and such Underwriter. The Company will cause the certificates representing the Shares shall to be delivered made available for checking and packaging, at such place as is designated by the Designated OfficeUnderwriters, all on the full business day before the Firm Shares Closing Date (or such the Option Shares Closing Date, as Date in the case may beof the Option Shares).

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on February ________, 2000 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxIllinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates Delivery of and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), payment for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Securities shall be made available for inspection not later than 9:30 A.M.at 10:00 AM, New York City time, on ________________, 1996, or such later date (not later than _______________, 1996) as the Underwriters shall designate, which date and time may be postponed by agreement between the Underwriters and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the respective accounts of the Underwriters against payment by the several Underwriters of the respective aggregate purchase prices of the Securities being sold by the Company to or upon the order of the Company at the Company's request by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds or wire transfer and payable in immediately available funds, with appropriate reimbursement for the cost of funds. Delivery of the Securities shall be made at such location in New York, New York as the Underwriters shall reasonably designate at least one business day in advance of the Closing Date and payment for the Securities shall be made at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Certificates for the Securities shall be registered in such names and in such denominations as the Underwriters may request not less than two full business days in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Underwriters in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATEDate." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February August __, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulWilson, HastingsSonsini, Xxxxxxxx Goodxxxx & XxxxxxXosaxx, LLPXxofessional Corporation, 000 650 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 00000-0000, Attention: Xxxxxxx Xxxxxxxxx, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEOffice"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter herein referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter herein referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Browx & Xxxxxx, Xood LLP, 000 Xxxx One Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 hereof or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement 9 hereof shall be delivered at the offices of PaulCahixx Xxxxxx & Xeinxxx, Hastings, Xxxxxxxx & 00 Pxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxBear, Lufkin Stearns & Xxxxxxxx Securities Corporation Co. Inc. shall request no later xx xxxxr than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to XxxxxxxxxBear, Lufkin Stearns & Xxxxxxxx Securities Corporation Co. Inc. through the facilities faxxxxxxxs of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Selling Stockholders of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 10:00 A.M., New York City time, on February __May 28, 2000 1999 or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Stearns & Xxxxxxxx Securities Corporation Co. Inc. and the Company shall Companx xxxxl agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Stearns & Xxxxxxxx Securities Corporation Co. Inc. and the Company shall Companx xxxxx agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any an Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulCleary, HastingsGottlieb, Xxxxxxxx Steen & XxxxxxHamilton, LLPOne Liberty Plxxx, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Nex Xxxx, Xxx New Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered xxx xxx Xxxxxx xxxxx xx xxxxxxxed at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx and Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, LLP and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.. 3

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Citigroup Global Markets Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Citigroup Global Markets Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to an account or accounts designated by the Company for the account of the Selling Stockholders of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __27, 2000 2004 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representatives and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representatives and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATEOption Closing Date." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, Xxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates certificates, if requested by the Underwriters, and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company Attorneys shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 10 of this Agreement shall be delivered at the offices of PaulAlstxx & Xird LLP, Hastings, Xxxxxxxx & 1201 Xxxx Xxxxxxxxx Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and -0000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates Delivery and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), payment for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Unsubscribed Shares shall be made available for inspection not later than 9:30 at 10:00 A.M., New York City time, on the fifth business day prior to following the Closing Date or the applicable Option Closing Expiration Date (as defined below), as which date and time may be postponed to a date not later than 10 business days thereafter by agreement between Richemont and the case may be, at the office of DTC or its designated custodian Company) (the "DESIGNATED OFFICE"). The such date and time and date of delivery and payment for the Firm Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to Richemont against payment by Richemont of the aggregate purchase price of the Unsubscribed Shares being sold by the Company, by wire transfer and payable in same day funds to an account or accounts designated in writing by the Company at least two business days before the Closing Date. Delivery of the Unsubscribed Shares shall be 9:00 A.M., New York City time, on February __, 2000 or made at such other time on location in the same or such other date United States as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and Richemont shall reasonably designate at least one business day in advance of the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery Closing Date and payment for any Additional such Unsubscribed Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered made at the offices office of PaulBrowx Xxxsman Millxxxxx Xxxxxx & Xteixxx XXX, Hastings, Xxxxxxxx & 120 Xxxx 00xx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and . Xxrtificates for the Unsubscribed Shares shall be delivered at registered in such names and in such denominations as Richemont may request not less than forty-eight hours in advance of the Designated OfficeClosing Date. The Company agrees to have the Unsubscribed Shares available for inspection, all checking and packaging by Richemont in New York, New York, not later than 1:00 P.M. on the Closing Date or such Option business day prior to the Closing Date. Should the Company so require, Richemont will advance up to $30 million from time to time upon the Company's request against its commitment to purchase all of the Unsubscribed Shares. In return, the Company will execute a subordinated - 11 - 12 promissory note in the amount of such advance which will be repayable on the earlier of August 30, 1997 or the completion of the Rights Offering. Such note will be subordinate to the Loan and Security Agreement, dated as of November 14, 1995, as amended, with Congress Financial Corporation. Should Richemont advance any sums, payment of all or part of the case aggregate purchase price of the Unsubscribed Shares may be.also be made by Richemont by the surrender and cancellation of the aforementioned note. Concurrently therewith, the Company shall pay to Richemont interest on the principal amount outstanding under such note as provided therein at a rate of 1.5% per annum in excess of the prime commercial rate announced from time to time by CoreStates Bank, N.A.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City Chicago, Illinois time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City Chicago, Illinois time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City Chicago, Illinois time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxXxxxxxx, Hastings, Xxxxxxxx Will & Xxxxxx, LLPXxxxx, 000 Xxxx XxxxxxX. Xxxxxx Street, 00xx XxxxxChicago, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxIllinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __________ __, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 10 of this Agreement shall be delivered at the offices of PaulSkadden, HastingsArps, Xxxxxxxx Slate, Xxxxxxx & Xxxxxx, LLPXxxx (Illinois), 000 Xxxx XxxxxxX. Xxxxxx Drive, 00xx XxxxxSuite 2100, Xxx XxxxChicago, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxIllinois, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by -------------------- definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may beDate. The Company Shares shall deliver be delivered by or on behalf of the Shares Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Selling Stockholders of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may beDate, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __10, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingClosing Date". The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxx Xxxxxx & Xxxxxxx, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment of the full purchase price of the Preferred Securities shall be represented made by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior or on behalf of the several Underwriters by the wire transfer of immediately available funds to the Closing Date or Trust's account (No. _________) at _________________ (ABA Routing No. _________) by 10:00 A.M., New York Time, on the applicable Option Closing Date (as defined belowhereinafter defined), as the case may be. The Company Such payment shall deliver the Shares be made against delivery to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), ) for the respective accounts of the Underwriters of a global certificate for the Preferred Securities to be purchased by them. Certificates for the Preferred Securities shall be in such denominations and registered in such names as Xxxxxxx Xxxxx may request in writing at least two business days before the Closing Date, or to the extent not so requested, registered in the names of the several Underwriters in such authorized denominations as the Offerors may determine. It is understood that each Underwriter has authorized Xxxxxxx Xxxxx, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Preferred Securities which it has agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, against may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by any Underwriter whose wire transfer has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. At the Closing Date, the Company will pay, or cause to be paid, the commission payable at such time to the Company of Underwriters set forth in Schedule B hereto by the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York Cityfunds to the account of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (No. The ________) at _____________ (ABA Routing No. _________) to the attention of ___________________. For the purpose of expediting the checking and packaging of the certificates representing evidencing the Shares shall be made Preferred Securities, the Offerors will make the global certificate for the Preferred Securities available for inspection by the Underwriters at the offices of _____________________________ not later than 9:30 10:00 A.M., New York City time, on the business day prior to next preceding the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATEDate." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall Company will deliver the Underwriters' Securities to you for the accounts of the Underwriters at the place specified in the Purchase Agreement, against payment of the purchase price by wire transfer of imme- diately available funds (as agreed to by the parties and speci- fied in the Purchase Agreement), at the time set forth in this Agreement [or at such other time not later than seven full business days thereafter] as you and the Company determine, such time being herein referred to as the "time of purchase." Unless otherwise provided for in the Purchase Agreement, the Underwriters' Securities so to be represented by definitive certificates and shall delivered will be issued in defini- tive fully registered form registered in such authorized denominations denom- inations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall you request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection writing not later than 9:30 10:00 A.M., New York City time, ,* on the third business day prior to the Closing Date or time of purchase, or, if no such request is received, in the applicable Option Closing Date names of the respective Underwriters in the amounts agreed to be pur- chased by them pursuant to this Agreement. For the purpose of expediting the checking of the Underwriters' Securities, the Company agrees to make the Underwriters' Securities available to you (as defined below), as the case may be, at the office place specified in the Purchase Agreement) in _________________________ * Times mentioned herein are New York City Time. definitive form not later than 10:00 A.M. on the first business day preceding the time of DTC or its designated custodian purchase.* If any Purchase Agreement provides for sales of Pur- chased Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to pur- chase Contract Securities pursuant to delayed delivery con- tracts substantially in the form of Schedule I attached hereto (the "DESIGNATED OFFICEDelayed Delivery Contracts")) with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment com- panies, and educational and charitable institutions. At the time of purchase the Company will pay you as compensation, for the accounts of the Underwriters, the compensation set forth in such Purchase Agreement in respect of the principal amount of Contract Securities. The time Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and date of delivery and payment for deliv- ers Delayed Delivery Contracts, the Firm Shares Contract Securities shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on deducted from the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Purchased Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the several Underwriters and the aggregate principal amount of Purchased Securities to be purchased by each Underwriter shall be 9:00 A.M.reduced pro rata in proportion to the principal amount of Purchased Securities set forth opposite each Underwriter's name in such Purchase Agreement, New York City time, on except to the date specified in the applicable exercise notice given by extent that you pursuant to Section 2 or determine that such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement reduction shall be delivered at otherwise allocated and so advise the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beCompany.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation account of each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Company of the Purchase Price purchase price therefor by such Underwriter or on its behalf therefor by wire transfer in same day funds to the Company or its order at the office of Federal Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or at such other funds immediately available in New York Citylocation as the parties may agree. The certificates representing Such payment of the Shares Initial Securities shall be made available for inspection not later than 9:30 A.M.at 10:00 a.m., New York City time, on the fifth business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the above mentioned offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global Securities in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The certificates for the Securities will be made available for examination and packaging by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the several Underwriters (the “Representatives”), in New York City not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Delivery Date, as the case may be. The cost of original issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Underwriter of the Securities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Company shall deliver or the Shares Selling Shareholders, as the case may be, with any transfer taxes thereon duly paid by the respective Seller, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company or the Selling Shareholders, as the case may be, of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulSachnoff & Weaver, HastingsLtd., Xxxxxxxx & Xxxxxx30 South Wacker Dr., LLP29th floor, 000 Xxxx XxxxxxChicago, 00xx XxxxxIllinxxx 00006, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the xxx xxe Shares shall be delivered at xxxxx xx xxxxxxxxx xx the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulXxxxxxxxx, Hastings, Lufkin & Xxxxxxxx & Xxxxxx, LLPSecurities Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxSyndicate Department, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.a.m., New York City time, on February [________], 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATEOption Closing Date." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulXxxxxxxxx, Hastings, Lufkin & Xxxxxxxx & Xxxxxx, LLPSecurities Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxSyndicate Department, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 199_ or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulBrobxxx, HastingsXxleger & Harrxxxx XXX, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx1633 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Xxxxxxx Xxxxxxxxx, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __December 14, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulHoward, HastingsRice, Xxxxxxxx Nemerovski, Canady, Falk & Xabkin, Three Embaxxxxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and XX 00000 Xxxn: Joanxx Xxx, xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulXxxxxx & Xxxxxxx, Hastings, Xxxxxxxx & 000 Xxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities Underwriters of The Depository Trust Company ("DTC"), and payment for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the -------------------- Firm Shares shall be made available for inspection not later than 9:30 at 9:00 A.M., [New York City City] [Atlanta] time, on May __, 1997 (the business day prior to the "Closing Date or the applicable Option Closing Date (as defined belowDate"), as the case may be, at the office offices of DTC [Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10022][Xxxxxxxxxx Xxxxxxxx LLP at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000], or its designated custodian (at such other place as you [and the "DESIGNATED OFFICE")Company] shall designate. The time Closing Date and date the location of delivery of and the form of payment for the Firm Shares shall may be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation varied by agreement between you and the Company shall agree in writingSellers. The time and date Delivery to the Underwriters of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at such place as you shall designate at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or (an "Option Closing Date"). Any such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Option Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Option Shares are hereinafter referred shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the respective Sellers, for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATEOption Closing Date." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLPLtd., 000 Xxxx Xxxxxx00 X. Xxxxxx Drive, 00xx XxxxxSuite 2900, Xxx XxxxChicago, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Illinois 60606 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Attorneys (as defined in Section 7(c) below) shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Phleger & Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February October ___, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx & Xxxxx L.L.P., Hastings, Xxxxxxxx & 000 Xxxxxx, LLPSuite 4200, 000 Xxxx XxxxxxHouston, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Texas 77002 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor and delivery by the several Underwriters of the related Deposit Amount by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares and the related Deposit Amount shall be 9:00 A.M.a.m., New York City time, on February __May 4, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares and the related Deposit Amount are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters and the delivery of the related Deposit Amount shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares and the Option Shares related Deposit Amount are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulXxxxxxxxx, HastingsLufkin & Xxxxxxxx Securities XXXXXXXXX, Xxxxxxxx LUFKIN & XxxxxxXXXXXXXX SECURITIES CORPORATION XXXXXXX XXXXX & CO. BEAR, LLPXXXXXXX & CO., INC. BANCBOSTON XXXXXXXXX XXXXXXXX INC. XXXXX SECURITIES INC. April 28, 1999 Page 7 Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxSyndicate Department, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February March __, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATEOption Closing Date." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the applicable Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.9:30 a.m., New York City time, on February ____________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Initial Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.9:30 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares, if not the Option Shares Initial Closing Date, are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The Initial Closing Date and each Option Closing Date are each hereinafter referred to as a "Closing Date". The documents to be delivered on the Closing Date or any Option each Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Phleger & Xxxxxxxx & Xxxxxx, LLP, 000 Two Embarcadero Place, 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Xxxxxxx Xxxxxxxxx, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option applicable Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February April ____, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxx and Xxxx LLP, Hastings, Xxxxxxxx & 00 Xxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February May ___, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Phleger & Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 11:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February May __, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the Chicago offices of PaulSkadden, HastingsArps, Xxxxxxxx Slate, Meagxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xlom XXX and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of and payment for the Securities -------------------- shall be represented by definitive certificates made at 1:00 PM, London time, on March 13, 1998, or such later date as the Initial Purchasers and the Company may agree or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be issued made to ------------ the Initial Purchasers for their respective accounts against payment by the Initial Purchasers of the purchase price thereof to or upon the order of the Company by wire transfer in same-day funds to a Sterling or U.S. dollar account, as the case may be, designated by the Company or such authorized denominations other manner of payment as may be designated by the Company and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later agreed to by the Initial Purchasers not less than two business days prior to the Closing Date or Date. Delivery of the applicable Option Securities shall be made at such location as the Initial Purchasers shall reasonably designate at least one business day in advance of the Closing Date and payment for the (as defined belowi) Sterling Senior Notes and Sterling Deferred Coupon Notes shall be made at the office of Xxxxxx & Xxxxxxx ("Counsel for the Initial ----------------------- Purchasers"), One Angel Court, London, England and (ii) USD Deferred Coupon ---------- Notes shall be made at the office of the Counsel for the Initial Purchasers, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Global note certificates representing the Securities shall be registered in such names and in such denominations as the case Initial Purchasers may berequest not less than two full U.S. business days in advance of the Closing Date. The Company shall deliver agrees to have the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection and checking by the Initial Purchasers in London, England, in the case of the Sterling Senior Notes and the Sterling Deferred Coupon Notes, or New York, New York, in the case of the USD Deferred Coupon Notes, not later than 9:30 A.M., New York City time, 1:00 PM local time on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATEDate." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, Xxxxxxx Coie LLP, 000 Xxxx 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, -0000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __November 24, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Phleger & Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 199_ or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Gardere & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, L.L.P. and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Company, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.a.m., New York City time, on February __August 10, 2000 or such other time on the same or such other date as XxxxxxxxxDLJ, Lufkin & Xxxxxxxx Securities Corporation Salomon and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of each delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDLJ, Lufkin & Xxxxxxxx Securities Corporation Salomon and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulAkin, HastingsGump, Xxxxxxxx Strauss, Xxxxx & Xxxx, L.L.P., 0000 Xxxxxxx Xxxxxx, LLPXxxxx 0000, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx-0000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Delivery to the Underwriters of and payment for the Firm Shares shall be represented made at 9:00 A.M., New York City time, on ___________, 1998 (the "CLOSING DATE") at the offices of Xxxx & Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx. The Closing Date and the location of delivery of and payment for the Firm Shares may be varied by definitive certificates agreement between the Representatives and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be issued made at the offices of Xxxx & Xxxx, LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx or at such other place as the Representatives shall designate at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by the Representatives pursuant to Section 2 (an "OPTION CLOSING DATE"). Any such authorized denominations Option Closing Date and the location of delivery of and payment for such Additional Shares may be varied by agreement between the Representatives and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representatives shall request no in writing not later than two full business days prior to the Closing Date or an Option Closing Date, as the case may be. Such certificates shall be made available to the Representatives for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be. The Company shall deliver Certificates in definitive form evidencing the Shares shall be delivered to Xxxxxxxxxthe Representatives on the Closing Date or the applicable Option Closing Date, Lufkin & Xxxxxxxx Securities Corporation through as the facilities of The Depository Trust Company ("DTC")case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 10 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Xxxxxxxx Carton & Xxxxxx, LLPXxxxxxx, 000 Xxxx XxxxxxX. Xxxxx Street, 00xx XxxxxChicago, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Illinois 60610 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities Underwriters of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on February January __, 2000 or 1998 (the "CLOSING DATE") at such other time on the same or such other date place as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you shall designate. The Closing Date and the Company shall agree in writing. The time and date location of delivery of and payment for the Firm Shares are hereinafter referred may be varied by agreement between you and the Company. Delivery to as the "CLOSING DATE." The time and date Underwriters of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at such place as you shall designate at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as (an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any "). Any such Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the location of delivery of and payment for such Additional Shares shall may be delivered at varied by agreement between you and the Designated OfficeCompany. The Company authorizes Donaldson, all on Lufkin & Jenrette Securities Corporation to have the Closing Date Shares xxxxxxxxed in the nxxx xx Xede & Co., as nominee of The Depository Trust Company ("DTC"), or such other name as Donaldson, Lufkin & Jenrette Securities Corporation shall determine prxxx xx xxe Closing Dxxx xx xn Option Closing Date, as the case may be. On the Closing Date or the applicable Option Closing Date, as the case may be, against payment to the Company by the Underwriters of the Purchase Price for the Shares by wire transfer of federal or other funds immediately available in New York City, the Company will cause DTC to credit these Shares to the account of Donaldson, Lufkin & Jenrette Securities Corporation at DTC for the benxxxx xx xhe Underwrixxxx.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __________, 2000 2001, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Xxxxxxx & Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx XxxxxxXxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx Xxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __May 23, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxx & Xxxxxxx, Hastings, Xxxxxxxx & 000 Xxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers (provided, however, that you shall pay the New York State stock transfer tax, and if you have promptly and properly filed all necessary notices and reports with respect thereto to Xxxxxxxxxobtain a rebate for such tax payment, Lufkin the Sellers shall reimburse you for associated carrying costs if such tax payment is not rebated on the date of payment and for any portion of such tax payment not rebated), to Donaxxxxx, Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February January ___, 2000 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.referred

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as writing (the "CLOSING DATE." Closing Date"). The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as writing (an "OPTION CLOSING DATE." Option Closing Date"). The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulXxxxxxx Coie LLP, Hastings, Xxxxxxxx & 0000 X.X. Xxxxx Xxxxxx, LLPXxxxxxxx, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xxxxxx and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no not later than two full business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __March 1, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATEOption Closing Date." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxx Xxxx & Xxxxxx, LLPXxxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation account of each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Company of the Purchase Price purchase price therefor by such Underwriter or on its behalf therefor by wire transfer in same day funds to the Company or its order at the office of Federal or other funds immediately available in Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York Cityor at such other location as the parties may agree. The certificates representing Such payment of the Shares Initial Securities shall be made available for inspection not later than 9:30 A.M.at 10:00 a.m., New York City time, on the fifth business day following the date of this Agreement or at such time on such other date, as may be agreed upon by the Company and the Underwriters (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the above mentioned offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global Securities in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The certificates for the Securities will be made available for examination and packaging by Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the several Underwriters (the “Representatives”), in New York City not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Delivery Date, as the case may be. The cost of original issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Underwriter of the Securities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two (2) business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February July __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & XxxxxxXxxx and Xxxx, LLP, 000 Xxxx 00 Xxxxx Xxxxxx, 00xx XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ___, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulCadwalader, Hastings, Xxxxxxxx Xxxxxxxxxx & Xxxxxx, LLPXxxx, 000 Xxxx Xxxxxx, 00xx XxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two full business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Company time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall deliver be made against delivery to the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through nominee of the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the “Global Notes”) representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Company purchasers of the Purchase Price therefor Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or Date. In return for the applicable Option Closing Date Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Supplement (as defined belowand any Prospectus amendments), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery for agrees to pay to the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on Agents at the Closing Date or any Option Closing Date on behalf a fee of $3.50 per $1,000 principal amount of the parties hereto pursuant to Section 8 2017 Notes actually sold and a fee of this Agreement $4.00 per $1,000 principal amount of the 2022 Notes actually sold. Each Agent shall be delivered at entitled to receive that proportion of the offices aggregate fee paid by the Company in respect of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, both the 2017 Notes and the Shares shall be delivered at 2022 Notes equal to the Designated Office, all on the Closing Date or such Option Closing Date, as the case may bepercentage listed opposite its name in Schedule II.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire wire-transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1998 or such other time on the same date or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingdesignate. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same date or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingdesignate. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulSkadden, HastingsArps, Xxxxxxxx Slate, Xxxxxxx & Xxxx LLP at 000 0xx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Company time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall deliver be made against delivery to the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through nominee of the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the “Global Notes”) representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Company purchasers of the Purchase Price therefor Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP, 1 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or Date. In return for the applicable Option Closing Date Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Preliminary Supplement and the Final Supplement (as defined belowand any Prospectus amendments), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery for agrees to pay to the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on Agents at the Closing Date or any Option Closing Date on behalf a fee of $5.00 per $1,000 principal amount of the parties hereto pursuant Securities actually sold. RBC Dominion Securities Inc. and TD Securities Inc. shall each be entitled to Section 8 receive 3% of this Agreement the aggregate fee paid by the Company (such aggregate fee, the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and TD Securities Inc.) shall be delivered at entitled to receive that proportion of the offices remainder of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at Fee equal to the Designated Office, all on the Closing Date or such Option Closing Date, as the case may bepercentage listed opposite its name in Schedule II.

Delivery and Payment. The Shares Payment for the ADSs shall be represented made by Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation on behalf of the several Underwriters in U.S. dollars to the Sellers (such payment being received by the Sellers in satisfaction for the purchase price of the Shares) by wire transfer in same day funds on the Closing Date or the applicable Option Closing Date, as the case may be, against deposit of the Ordinary Shares underlying such ADSs with the London office of The Bank of New York, as custodian for the Depositary (the "CUSTODIAN"), instruction by the Custodian to the Depositary to issue such ADSs and delivery of ADRs evidencing all such ADSs. The ADRs shall be in definitive certificates form and shall be issued in such authorized denominations and registered in such names and in such denominations as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no not later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as with any stamp duty or stamp duty reserve tax payable in connection with the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to deposit by the Company of the Purchase Price therefor by wire transfer Shares with the Depositary or the Custodian against the issuance of Federal or other funds immediately available in New York CityADRs evidencing ADSs duly paid. The certificates representing for the Shares shall ADRs will be made available for inspection and packaging not later than 9:30 8:00 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for of the Firm Shares ADSs shall be 9:00 8:00 A.M., New York City time, on February September __, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares ADSs are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares ADSs to be purchased by the Underwriters shall be 9:00 8:00 A.M., New York City time, on the date specified in the applicable exercise notice given by to you pursuant to Section 2 hereof or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option Shares any Additional ADSs are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxx Xxxx & Xxxxxx, LLPXxxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Selling Stockholders of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 10:00 A.M., New York City time, on February [November __, 2000 1998] or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any an Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulCleary, HastingsGottlieb, Xxxxxxxx Xxxxx & XxxxxxXxxxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. On the Closing Date and any Option Closing Date, simultaneously with (i) the purchase by the Underwriters of Firm Warrants or Additional Warrants and (ii) the payment by the Underwriters to the Company of the exercise price of $0.06439 per share (the "WARRANT EXERCISE PRICE"), the Underwriters will be deemed to have exercised such Firm Warrants or Additional Warrants and the Company will immediately issue to the Underwriters the related Firm Warrant Shares or Additional Warrant Shares, as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Share Purchase Price therefor and the Warrant Purchase Price therefor, as applicable, and payment to the Company of the Purchase Warrant Exercise Price therefor therefor, by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Securities and the Firm Warrant Shares shall be 9:00 A.M., New York City time, on February __, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Firm Securities and the Firm Warrant Shares are hereinafter herein referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Securities and Additional Warrant Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Option any Additional Securities and Additional Warrant Shares are hereinafter herein referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx O'Melveny & Xxxxxx, Xxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx1999 Avenue of the Stars, Xxx XxxxXxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999, or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulBrobxxx, Hastings, Xxxxxxxx Xxleger & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxHarrxxxx XXX, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Firm Securities at the office of Jannxx Xxxtxxxxxx Xxxxx Xxx., 26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx ________________, 1996 at 10:00 A.M., New York City time, the date and time of such delivery being hereinafter called the "Closing Date." On the Closing Date, delivery of the Firm Securities shall be made to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC")you, for the respective accounts of the several Underwriters, against payment to by the Company several Underwriters through you of the Purchase Price therefor by wire transfer purchase price for the Firm Securities. The purchase price for the Firm Securities will be paid to or upon the order of Federal or other funds immediately available the Company, in bank checks in New York CityClearing House funds. The certificates representing Certificates for the Shares Firm Securities shall be made available to you for inspection not later inspection, checking and packaging at the office of Jannxx Xxxtxxxxxx Xxxxx Xxx., 26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xxt less than 9:30 A.M., New York City time, on the one full business day prior to the Closing Date Date. Time shall be of the essence and delivery at the time and place specified in this agreement is a further condition to the obligations of each Underwriter. In the event the Underwriters exercise the option granted in Section 4(a) hereof to purchase all or any portion of the applicable Additional Securities, the Company shall deliver the Additional Securities at the office of Jannxx Xxxtxxxxxx Xxxxx Xxx., 26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York City time on the Option Closing Date (as defined belowhereinafter defined). On the Option Closing Date, as delivery of the case may beAdditional Securities shall be made to you, for the respective accounts of the several Underwriters, against payment by the several Underwriters through you of the purchase price for the Additional Securities. The purchase price for the Additional Securities will be paid to or upon the order of the Company, in bank checks in New York Clearing House funds. Certificates for the Additional Securities shall be made available to you for inspection, checking and packaging at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.Jannxx Xxxtxxxxxx Xxxxx Xxx., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Xxxxxxx Xxxxxxxxx, and xxt less than one full business day prior to the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as . Time shall be of the case may beessence and delivery at the time and place specified in this agreement is a further condition to the obligations of each Underwriter.

Delivery and Payment. The Shares Delivery of the Trust Preferred Securities shall be represented made to the Representative for the accounts of the Underwriters at the office of Pietrantoni Mendez & Alvarez LLP, counsel to the Company, Banco Popular Xxxxxx, Xxxxx 0000, Hxxx Xxx, Puerto Rico, against payment of the purchase price by wire transfer of immediately available funds to the bank account designated by the Company. Such payment shall be made at 10:00 a.m., New York City time, on the third full business day following the date of this Agreement, or such other time on such other date, not later than seven business days after the date of this Agreement, as may be agreed upon by the Company and the Representative (such date is hereinafter referred to as the "Closing Date"). Time shall be of the essence and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Certificates evidencing the Trust Preferred Securities shall be in definitive certificates form and shall be issued in such authorized denominations and registered in such names and in such denominations as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representative shall request no later than at least two business days prior to the Closing Date or by written notice to the applicable Option Trust. For the purpose of expediting the checking and packaging of certificates for the Trust Preferred Securities, the Trust agrees to make such certificates available for inspection at least 24 hours prior to the Closing Date (as defined below)Date. Notwithstanding the other provisions of this Section 2, as if transactions in the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Trust Preferred Securities Corporation can be settled through the facilities of The Depository Trust Company ("DTC"), payment for the respective accounts and delivery of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Trust Preferred Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf will be made through the facilities of DTC if you are a member, unless you have otherwise notified us prior to the date specified by you, or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instruction you may send to us prior to such specified date.The cost of original issue tax stamps, if any, in connection with the issuance, sale and delivery of the parties hereto pursuant Trust Preferred Securities by the Trust to Section 8 of this Agreement the respective Underwriters shall be delivered at borne by the offices Company. The Company will pay and save each Underwriter and any subsequent holder of Paulthe Trust Preferred Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal, Hastingsstate or Commonwealth of Puerto Rico stamp and other transfer taxes, Xxxxxxxx & Xxxxxxif any, LLPwhich may be payable or determined to be payable in connection with the original issuance, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and sale or delivery to such Underwriter of the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beTrust Preferred Securities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February NOVEMBER ___, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & XxxxxxXachxxxxx, LLPXXP., 000 Xxxx Xxxxxx, 00xx 155 Xxxxxxxxxxxx Xxxxx, Xxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation BT Alex. Brown Incorporated shall request no later than two business days prior to the xx xhe Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation BT Alex. Brown Incorporated through the facilities of The Depository Trust Company Compxxx ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February March ___, 2000 1998 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation BT Alex. Brown Incorporated and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as writing (the "CLOSING DATE." CLOSINX XXXE"). The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation BT Alex. Brown Incorporated and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as writing (an "OPTION CLOSING XXXXXNG DATE." "). The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulBaker & Botts, HastingsL.L.P., Xxxxxxxx & One Shell Plaza, 910 Louisiana, Houston, Texas xxx xhe Xxxxxs shall be xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the xxx xx xxe Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __September [ ], 2000 2000, or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Corporation Jenrxxxx Xxxurities Corporation, the Firm Selling Stockholders and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Corporation Jenrxxxx Xxxurities Corporation, the Additional Selling Stockholders and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the Chicago offices of PaulSkadden, HastingsArps, Xxxxxxxx Slate, Meagxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xlom XXX and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulVenture Law Group, Hastingsa Professional Corporation, Xxxxxxxx & Xxxxxx, LLP, 000 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation shall request no later than lxxxx xxxx two business days businexx xxxx prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation through the facilities of The Depository Trust facilixxxx xx Xhe Depositoxx Xxxxx Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February _________ __, 2000 1999 or such other time on the same or such other date as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation and the Company shall agree shxxx xxxxx in writing. The time Xxx xxme and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters and certain Selling Stockholders shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation and the Company shall agree shxxx xxxxx in writing. The time Xxx xxme and date of delivery for the Option Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulMcDermott, HastingsWill & Emery, 227 West Monroe Street, Suite 4400, Chicago, Xxxxxxxx & 60606 and xxx Shxxxx xxxxx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the xxx xx xxe Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities Underwriters of The Depository Trust Company ("DTC"), and payment -------------------- for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Securities shall be made available for inspection not later than 9:30 at 10:00 A.M., New York City time, on the date (the "Closing Date") that is the third business day prior (unless otherwise permitted by the Commission pursuant to Rule 15c6-1 of the Closing Date or the applicable Option Closing Date (as defined below)Securities Exchange Act of 1934, as amended (collectively with the case may berules and regulations of the Commission promulgated thereunder, the "Exchange Act")) following the date of the offering, at the office offices of DTC or its designated custodian (counsel to the "DESIGNATED OFFICE")Underwriters, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The time Closing Date and date the location of delivery of and the form of payment for the Firm Shares shall Securities may be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation varied by agreement between you and the Company shall agree in writingTrust. The time and date Delivery to the Underwriters of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares Securities to be purchased by the Underwriters shall be 9:00 made at such place as you shall designate at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or (an "Option Closing Date"). Any such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Option Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for such Additional Securities may be varied by agreement between you and the Trust. Certificates for the Option Shares are hereinafter referred Securities shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. Certificates in definitive form evidencing the Securities shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Trust for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by wire transfer of immediately available funds to the order of the Trust.

Delivery and Payment. The Shares Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Securities, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Securities shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares Securities shall be 9:00 A.M., New York City time, on February __March 18, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of such delivery for the Firm Shares and payment are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares Securities to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for of the Option Shares Additional Securities are hereinafter referred to as an "OPTION CLOSING DATE." Additional Securities Closing Date". The documents to be delivered on the Closing Date or any Option Additional Securities Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxx, LLPXxxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxXxxx, and the Shares Securities shall be delivered at the Designated Office, all on the Closing Date or such Option Additional Securities Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be sold in lots of 100 or more to a minimum of 400 beneficial owners. The Shares shall be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __August 23, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 hereof or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement 9 hereof shall be delivered at the offices of PaulCahixx Xxxxxx & Xeinxxx, Hastings, Xxxxxxxx & 00 Pxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February March ___, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul____________________, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx[ADDRESS OF CLOSING LOCATION], and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two (2) business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February April __, 2000 _ 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATEClosing Date." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATEOption Closing Date." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, Xxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Company time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall deliver be made against delivery to the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through nominee of the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the “Global Notes”) representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Company purchasers of the Purchase Price therefor Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or Date. In return for the applicable Option Closing Date Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Preliminary Supplement and the Final Supplement (as defined belowand any Prospectus amendments), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery for agrees to pay to the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on Agents at the Closing Date or any Option Closing Date on behalf a fee of $3.70 per $1,000 principal amount of the parties hereto pursuant Securities actually sold. RBC Dominion Securities Inc. and TD Securities Inc. shall each be entitled to Section 8 receive 3% of this Agreement the aggregate fee paid by the Company (the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and TD Securities Inc.) shall be delivered at entitled to receive that proportion of the offices remainder of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at Fee equal to the Designated Office, all on the Closing Date or such Option Closing Date, as the case may bepercentage listed opposite its name in Schedule II.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch shall request no later than two business days prior to the Closing Date txx Xxxxixx Xxte or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch through the facilities of The Depository Trust Company ("DTCXXX"), for the xxx xhe respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __October 4, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch and the Company shall agree in writing. The time and date of delivery datx xx xxlxxxxx for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch and the Company shall agree in writing. The time and date of delivery datx xx xxlxxxxx for the Option Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulAkin, HastingsGump, Xxxxxxxx Strauss, Hauer & Feld, L.L.P., 590 Madison Avenue, New York, New York, 10022, axx xxe Sxxxxs shall be xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the xxx xx xhe Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no not later than two 5:00 P.M., New York City time, on the second business days day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), ) for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __November 3, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Phleger & Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Company, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __March 18, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for of the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for of the Option Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Additional Shares Closing Date". The documents to be delivered on the Closing Date or any Option Additional Shares Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxx, LLPXxxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxXxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Additional Shares Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Company time and date of such payment and delivery with respect to the Securities are referred to herein as the "Closing Date". Payment for the Securities shall deliver be made against delivery to the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through nominee of the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the "Global Notes") representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Company purchasers of the Purchase Price therefor Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP, 1 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or Date. In return for the applicable Option Closing Date Agents' services in acting as financial advisors to the Company, in assisting in the preparation of the Preliminary Supplement and the Final Supplement (as defined belowand any Prospectus amendments), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery for agrees to pay to the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on Agents at the Closing Date or any Option Closing Date on behalf a fee of $4.00 per $1,000 principal amount of the parties hereto pursuant 5.38% Senior Notes due November 4, 2019 actually sold (the “2019 Note Fee”) and a fee of $5.00 per $1,000 principal amount of the 6.68% Senior Notes due November 4, 2039 actually sold (the “2039 Note Fee”). RBC Dominion Securities and Scotia Capital Inc. shall each be entitled to Section 8 receive 3% of this Agreement the aggregate 2019 Note Fee and 2039 Note Fee paid by the Company, and thereafter each Agent (including RBC Dominion Securities Inc. and Scotia Capital Inc.) shall be delivered at entitled to receive that proportion of the offices remainder of Paulthe aggregate 2019 Note Fee equal to the percentage listed opposite its name in Schedule II in respect of the 5.38% Senior Notes due November 4, Hastings2019 and that proportion of the remainder of the aggregate 2039 Note Fee equal to the percentage listed opposite its name in Schedule II in respect of the 6.68% Senior Notes due November 4, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be2039.

Delivery and Payment. The Delivery of the certificates for the Firm Shares shall be represented made by definitive certificates the Company and shall be issued in such authorized denominations and registered in such names the Custodian (as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior hereinafter defined) on behalf of the Selling Stockholders to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), Representatives for the respective accounts of the several Underwriters, against and payment of the purchase price by certified or official bank check or checks payable in New York Clearing House (next day) funds to the Company and the Custodian, respectively, shall take place at the offices of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.Oppexxxxxxx & Xo., Inc., at Oppexxxxxxx Xxxxx, Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 a.m., New York City time, on the third business day prior to following the Closing Date or date of this Agreement; provided, however, that if the applicable Option Closing Date Shares sold hereunder are priced and this Agreement is entered into after 4:30 p.m., New York City time, on any business day, payment and delivery in respect of the Firm Shares shall take place on the fourth business day following the date of this Agreement; in either case, unless another time and date, not later than 10 business days after the date of this Agreement, shall be agreed upon by the Company, the Selling Stockholders and the Representatives (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The such time and date of delivery and payment are called the "Firm Shares Closing Date"). In the event the option with respect to the Option Shares is exercised, delivery of the certificates for the Option Shares shall be made by the Custodian to the Representatives for the respective accounts of the Underwriters, and payment of the purchase price by certified or official bank check or checks payable in New York Clearing House (next day) funds to the Selling Shareholders shall take place at the offices of Oppexxxxxxx & Xo., Inc. specified above at the time and on the date (which may be the same date as, but in no event shall be earlier than, the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on Closing Date) specified in the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter notice referred to as the "CLOSING DATE." The in Section 1(b) (such time and date of delivery and payment for any Additional are called the "Option Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingClosing Date"). The time Firm Shares Closing Date and date of delivery for the Option Shares Closing Date are hereinafter referred to as an called, individually, a "OPTION CLOSING DATEClosing Date" and, together, the "Closing Dates." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and Certificates evidencing the Shares shall be delivered registered in such names and shall be in such denominations as the Representatives shall request at least two full business days before the Designated OfficeFirm Shares Closing Date or, all in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be made available to the Representatives for checking and packaging, at such place as is designated by the Representatives, on the full business day before the Firm Shares Closing Date (or such the Option Shares Closing Date, as Date in the case may beof the Option Shares).

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Securities Corporation shall request Jenrette Secuxxxxxx Xxrporation sxxxx xxxuest no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Securities Corporation through the Jenrette Secuxxxxxx Xxrporation txxxxxx xhe facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Selling Stockholders of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.a.m., New York City time, on February __July 7, 2000 1998 or such other time on the same or such other date as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Securities Corporation Jenrette Secuxxxxxx Xxrporation, xxx Xxxxany and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Securities Corporation Jenrette Secuxxxxxx Xxrporation, xxx Xxxxany and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, Stoel Rives LLP, 000 Xxxx Xxxxxx900 SW Fifth Avenue, 00xx XxxxxSuite 2300, Xxx XxxxXxxxxxxx, Xxx Xxxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered xxx xxx Xxxxxx xxxxx xx xxxxxxxed at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented evidenced by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.a.m., New York City time, on February ________, 2000 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of each delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulVinsxx & Xlkixx X.X.P., Hastings, Xxxxxxxx & 1001 Xxxxxx Xxxxxx, LLPSuite 2300, 000 Xxxx XxxxxxHouston, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Texas 77002 and the Shares shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation shall request no not later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Fund shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the Fund, to Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Fund of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __July 31, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation and the Company Fund shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation and the Company Fund shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". Payment of the Underwriters' fee described in the third paragraph of Section 2 hereof shall be made or caused to be made by the Investment Manager to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation for its own account and the account of each Underwriter in Federal or other funds immediately available in New York City on the Closing Date and any Option Closing Date. The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 10 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxx Xxxx & Xxxxxx, LLPXxxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two 9:00 A.M. on the second business days day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx Xxxxxx & Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Xxxxxxx Xxxxxxxxx00000 or such other location as the parties shall mutually agree, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Company, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M.a.m., New York City time, on February [________], 2000 or such other time on the same or such other date as XxxxxxxxxDLJ, Lufkin & Xxxxxxxx Securities Corporation Salomon and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of each delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDLJ, Lufkin & Xxxxxxxx Securities Corporation Salomon and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulAkin, HastingsGump, Xxxxxxxx Strauss, Xxxxx & Xxxx, L.L.P., 0000 Xxxxxxx Xxxxxx, LLPXxxxx 0000, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx-0000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares Shares, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for the Option any Additional Shares are hereinafter referred to as an "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of PaulTestx, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Xxrwxxx xxx Thibxxxxx XXX and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICEDesignated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 10:00 A.M., New York City time, on February __, 2000 ______ 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxx, Hastings, Xxxxxxxx Xxxxxxx & XxxxxxXxxxxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx XxxxxxxxxEsq., and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." ". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." ". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxx & Xxxxxxx, Hastings, Xxxxxxxx & 000 Xxxxx Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities Underwriters of The Depository Trust Company ("DTC"), and -------------------- payment for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made available for inspection not later than 9:30 at 10:00 A.M., New York City time, on the third or fourth business day prior (the "Closing Date") unless otherwise permitted by the Commission pursuant to Rule 15c6-1 under the Closing Date or the applicable Option Closing Date (as defined below)Securities Exchange Act of 1934, as amended (the case may be"Exchange Act") following the date of the initial public offering, at the office offices of DTC or its designated custodian (the "DESIGNATED OFFICE")Xxxxxxx & XxXxxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx. The time Closing Date and date the location of delivery of and the form of payment for the Firm Shares shall may be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation varied by agreement between you and the Company shall agree in writingSellers. The time and date Delivery to the Underwriters of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 made at such place as you shall designate at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Selling Stockholders indicated in Schedule II hereto. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or such other time an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the same business day next preceding the Closing Date or such other date an Option Closing Date, as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company case may be. Certificates in definitive form evidencing the Shares shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered to you on the Closing Date or any an Option Closing Date on behalf Date, as the case may be, with any transfer taxes thereon duly paid by the respective Sellers, for the respective accounts of the parties hereto pursuant several Underwriters, against payment of the Purchase Price therefor by wire transfer of federal or other immediately available funds to Section 8 the respective accounts of this Agreement the Company and the Custodian (as hereafter defined) as shall be delivered at specified in writing by the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, Company and the Shares shall be delivered at Custodian, as the Designated Officecase may be, all on no later than the Business Day immediately preceding the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. (a) The Shares shall Securities to be purchased by the Underwriter hereunder will be represented by one or more definitive certificates and shall global Securities in book-entry form that will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to deposited by or on behalf of the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of with The Depository Trust Company ("“DTC"”) or its designated custodian. The time and date of such delivery and payment shall be, with respect to the Firm Securities, approximately 10 A.M. (New York City time), on January 29, 2008, or at such time and date as you and the Company may agree upon in writing, and, with respect to the Optional Securities, approximately 10 A.M. (New York City time), on the date specified by the Underwriter in the written notice given by the Underwriter of its election to purchase the Optional Securities, or at such other time and date as you and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”. The Company will deliver the Securities to Gxxxxxx, Sxxxx & Co., for the respective accounts account of the several UnderwritersUnderwriter, against Convertible Notes Underwriting Agreement payment to the Company by or on behalf of the Purchase Price Underwriter of the purchase price therefor by wire transfer of Federal or other (same-day) funds immediately available to the account specified by the Company to Gxxxxxx, Sachs & Co. at least forty-eight hours in New York Cityadvance, by causing DTC to credit the Securities to the account of Gxxxxxx, Sxxxx & Co. at DTC. The Company will cause the certificates representing the Shares shall Securities to be made available to Gxxxxxx, Sachs & Co. for inspection not later than 9:30 A.M., New York City time, on the business day checking at least twenty-four hours prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, each Time of Delivery at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at the “Designated Office, all on the Closing Date or such Option Closing Date, as the case may be”).

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ___________, 2000 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulAlstxx & Xird LLP, Hastings, Xxxxxxxx & 1201 Xxxx Xxxxxxxxx Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and -0000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Company time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall deliver be made against delivery to the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through nominee of the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the “Global Notes”) representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Company purchasers of the Purchase Price therefor Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP, 1 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or Date. In return for the applicable Option Closing Date Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Supplement (as defined belowand any Prospectus amendments), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery for agrees to pay to the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on Agents at the Closing Date or any Option Closing Date on behalf a fee of $4.00 per $1,000 principal amount of the parties hereto pursuant 2021 Notes actually sold and a fee of $5.00 per $1,000 principal amount of the 2041 Notes actually sold. RBC Dominion Securities Inc. and Scotia Capital Inc. shall each be entitled to Section 8 receive 3% of this Agreement the aggregate fee paid by the Company in respect of both the 2021 Notes and the 2041 Notes (such aggregate fee, the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and Scotia Capital Inc.) shall be delivered at entitled to receive that proportion of the offices remainder of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the Shares shall be delivered at Fee equal to the Designated Office, all on the Closing Date or such Option Closing Date, as the case may bepercentage listed opposite its name in Schedule II.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares with any transfer taxes thereon duly paid by the Company, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February June ____, 2000 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulAlstxx & Xird LLP, Hastings, Xxxxxxxx & 1201 Xxxx Xxxxxxxxx Xxxxxx, LLPXxxxxxx, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company Shares shall deliver be delivered by or on behalf of the Shares Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February ________, 2000 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Option any Additional Shares are hereinafter referred to as an the "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 9 of this Agreement shall be delivered at the offices of PaulXxxxxxx, Hastings, Phleger & Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxx 00000, AttentionAttn: Xxxxxxx Xxxxxxxxx, Xxxxxx X. Xxxxxx and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Trust Preferred Securities shall be represented made to the Representative for the accounts of the Underwriters at the office of Pietrantoni Mendez & Alvarez LLP, counsel to the Company, Banco Popular Xxxxxx, Xxxxx 0000, Hxxx Xxx, Puerto Rico, against payment of the purchase price by wire transfer of immediately available funds to the bank account designated by the Company. Such payment shall be made at 10:00 a.m., New York City time, on the fourth full business day following the date of this Agreement, or such other time on such other date, not later than seven business days after the date of this Agreement, as may be agreed upon by the Company and the Representative (such date is hereinafter referred to as the "Closing Date"). Time shall be of the essence and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Certificates evidencing the Trust Preferred Securities shall be in definitive certificates form and shall be issued in such authorized denominations and registered in such names and in such denominations as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representative shall request no later than at least two business days prior to the Closing Date or by written notice to the applicable Option Trust. For the purpose of expediting the checking and packaging of certificates for the Trust Preferred Securities, the Trust agrees to make such certificates available for inspection at least 24 hours prior to the Closing Date (as defined below)Date. Notwithstanding the other provisions of this Section 2, as if transactions in the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Trust Preferred Securities Corporation can be settled through the facilities of The Depository Trust Company ("DTC"), payment for the respective accounts and delivery of the several Underwriters, against payment to the Company of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Trust Preferred Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf will be made through the facilities of DTC if you are a member, unless you have otherwise notified us prior to the date specified by you, or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instruction you may send to us prior to such specified date.The cost of original issue tax stamps, if any, in connection with the issuance, sale and delivery of the parties hereto pursuant Trust Preferred Securities by the Trust to Section 8 of this Agreement the respective Underwriters shall be delivered at borne by the offices Company. The Company will pay and save each Underwriter and any subsequent holder of Paulthe Trust Preferred Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal, Hastingsstate or Commonwealth of Puerto Rico stamp and other transfer taxes, Xxxxxxxx & Xxxxxxif any, LLPwhich may be payable or determined to be payable in connection with the original issuance, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and sale or delivery to such Underwriter of the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beTrust Preferred Securities.