Common use of per Share Clause in Contracts

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) , 1997 ---------------------- Goldxxx Xxxhx Xxxernational, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemen: CIENA Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the "Shares"). It is understood and agreed to by all parties that the Company is concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING TERMS AGREEMENT (INTERNATIONAL VERSION) --------------- Dated: December 5, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1996 To: Equity Residential Properties Trust Xxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies 00000 Attention: Xxxxxxx Xxxxxxx Ladies and Gentlemen: CIENA CorporationWe, a Delaware corporation Xxxxx Xxxxxx Inc. (the "CompanyUnderwriters"), proposesunderstand that Equity Residential Properties Trust ("EQR") proposes to issue and sell 3,600,000 of its Common Shares of Beneficial Interest, subject $.01 par value per share, being collectively hereinafter referred to as the "Initial Underwritten Securities." In addition, we understand that EQR proposes to grant to the Underwriters an option to purchase up to an additional 540,000 of its Common Shares of Beneficial Interest, $.01 par value per share, for the sole purpose of covering over-allotments in connection with the sale of the Initial Underwritten Securities (the "Option Securities"). Subject to the terms and conditions stated set forth or incorporated by reference herein, the Underwriters offer to purchase the Initial Underwritten Securities and, to the extent any are purchased, the Option Securities, at the purchase price set forth below. The Underwritten Securities shall have the following terms: Common Shares Title of Securities: Common Shares of Beneficial Interest Number of Shares: 3,600,000 Par Value: $.01 per share Price to Public: $41.25 per share Purchase price per share: Compensation to the Underwriters equal to $2.17 per Common Share; provided, that compensation for sales of 10,000 or more Common Shares to a single purchaser will be $.83 per Common Share. Number of Option Securities, if any, that may be purchased by the Underwriters: 540,000 Delayed Delivery Contracts: Not authorized Additional co-managers, if any: None Other terms: Payment to be made to EQR by wire transfer of immediately available funds to the designated accounts of EQR to be delivered on the closing date set forth below. EQR will not, between the date hereof and the date which is 30 days from the date hereof, with respect to the Common Shares covered hereby, without your prior written consent, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any Common Shares (except for Common Shares issued pursuant to transactions exempt from registration under the 1933 Act, and reservations, agreements, employee benefit plans, dividend reinvestment plans, or employee and trustee share options plans); provided, however, that in the event that the Underwriters exercise the over- allotment option for the Option Securities, the foregoing agreement by EQR not to offer or sell, grant any option for the sale of, or enter into any agreement to sell, any Common Shares shall be null and void and, provided further, that EQR may offer to sell, grant any option for the sale of, or enter into any agreement to sell Common Shares in privately negotiated, non- underwritten transactions including, without limitation, offers to sell or agreements to sell Common Shares in exchange for multifamily properties or securities of another issuer, or any combination thereof. Closing date and location: December 11, 1996, Xxxxxxxxx & Xxxxxxxxxxx, P.C., Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 All the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares -- Standard Underwriting Provisions" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in fun herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than 5:00 (five o'clock) P.M. (New York City time) on December 5, 1996 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, XXXXX XXXXXX INC. By: /s/ Xxxx X. Xxxxxxxxx --------------------------- Name: Xxxx X. Xxxxxxxxx Title: Managing Director Acting on behalf of itself Accepted: By: EQUITY RESIDENTIAL PROPERTIES TRUST, for itself and as the general partner of ERP Operating Limited Partnership By: /s/ Xxxxx X. Xxxxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer EQUITY RESIDENTIAL PROPERTIES TRUST (a Maryland real estate investment trust) Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares STANDARD UNDERWRITING PROVISIONS -------------------------------- December 2, 1996 Equity Residential Properties Trust, a Maryland real estate investment trust ("EQR") may from time to time issue and sell Common Shares of Beneficial Interest, $.01 par value (the "Common Shares"), and/or one or more series of its Preferred Shares of Beneficial Interest, $.01 par value (the "Preferred Shares"), or Preferred Shares represented by depositary shares (the "Depositary Shares") represented by depositary receipts (the "Depositary Receipts"), in one or more offerings on terms to be determined at the time of sale (the Common Shares, the Preferred Shares, the Depositary Shares and the Depositary Receipts are collectively referred to herein as the "Securities"). Each series of Preferred Shares may vary, as to the Underwriters named specific number of shares, title, stated value, liquidation preference, issuance price, ranking, dividend rate or rates (or method of calculation), dividend payment dates, any redemption or sinking fund requirements, any conversion provisions and any other variable terms as set forth in Schedule I hereto the applicable articles supplementary to EQR's Declaration of Trust (the "Articles Supplementary") relating to such Preferred Shares and filed with the State Department of Assessments and Taxation of Maryland ("SDAT") pursuant to Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Statute"). As used herein, "you" and "your," unless the context otherwise requires, shall mean the parties to whom the applicable Terms Agreement (as hereinafter defined) is addressed as co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever EQR determines to make an offering of Securities through you or through an underwriting syndicate managed by you, EQR will enter into an agreement (the "Terms Agreement") providing for the sale of such Securities (the "Underwritten Securities") to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters") an aggregate of 1,000,000 shares (," which term shall include you whether acting alone in the "Firm Shares") and, at the election sale of the Underwriters, up to 150,000 additional shares (the "Optional Shares") Underwritten Securities or as a member or members of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm Shares an underwriting syndicate and the Optional Shares which the Underwriters elect to purchase any Underwriter substituted pursuant to Section 2 hereof being collectively called the "Shares"10 hereof). It is understood and agreed to by all parties that the Company is concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this The Terms Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.offering of

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) ---------------------- June 23, 1997 ---------------------- Goldxxx Xxxhx Xxxernational2004 Goldman, Alex. Browx Sachs & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & XompanyCo., As representatives representative of the several Underwriters named in Schedule xxxxd xx Xxhedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough CourtSachs & Co. 85 Broad Street New York, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies New York 10004 Ladies and Gentlemen: CIENA CorporationXxxxxxxxx Xxxxx Xxxxxxx, a Delaware Xxx., x Xxryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 17,600,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 2,640,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 0.01 per share (the "Stock"), of the Company (the Company. The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares." At the Time of Delivery (as hereinafter defined), the Company and Strategic Hotel Funding, L.L.C., a Delaware limited liability company (the "Operating Company"), will complete a series of transactions described in the Prospectus (as hereinafter defined) under the captions "Prospectus Summary-Summary of the Formation and Structuring Transactions", "Prospectus Summary-Benefits of the Formation and Structuring Transactions" and "Formation and Structuring Transactions" (such transactions, the "Formation Transactions"). It is understood and agreed to by all parties that As part of the Formation Transactions, (i) the Company is concurrently entering into an agreement, a copy will contribute the net proceeds from the public offering of which is attached hereto the Shares to the Operating Company in exchange for units of interest in the Operating Company (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. SharesOC Units") including and (ii) the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein Operating Company will issue OC Units to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereofCompany.

per Share. UNDERWRITING AGREEMENT ---------------------- __________________ , 1998 ADVEST, INC. X.X. XXXXXXXX & CO. XXXXXX & XXXXXX INCORPORATED As Representatives (INTERNATIONAL VERSIONthe "Representatives") , 1997 ---------------------- Goldxxx Xxxhx Xxxernational, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Several Underwriters named Named in Schedule I hereto, hereto ---------- c/o Goldman Sachx XxxernationalAdvest, Peterborough CourtInc. 00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, 133 Xxxxx XxxxxxXX 00000 Dear Sirs and Mesdames: American Safety Insurance Group, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemen: CIENA CorporationLtd., a Delaware Bermuda corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an ---------- aggregate of 1,000,000 2,700,000 shares (the "Firm Shares") andof the Company's common shares, par value $0.01 per share (the "Common Shares"). In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election of and subject to the Underwritersterms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, up to 150,000 405,000 additional shares Common Shares ---------- from the Company (such additional Common Shares, the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the . The Firm Shares and the Optional Shares which the Underwriters elect are referred to purchase pursuant to Section 2 hereof being collectively called as the "Shares." As part of the offering of the 2,700,000 Firm Shares contemplated by this Agreement, Advest, Inc. ("Advest") has agreed to reserve, out of the Firm Shares set forth opposite its name on Schedule I hereto, up to 135,000 Shares for sale ---------- to the Company's employees, officers and directors (collectively, the "Participants"), as set forth in the Prospectus in the section entitled "Underwriting" (the "Directed Share Program"). It is understood and agreed The Shares to be sold by all parties that Advest pursuant to the Company is concurrently entering into an agreement, a copy of which is attached hereto Directed Share Program (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. Directed Shares") including will be sold by Advest pursuant to this Agreement at the over-allotment option thereunder through arrangements with certain underwriters public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the first business day after the date on which this Agreement is executed will be offered to the public by Advest as set forth in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one anotherProspectus. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which providesCompany, among other thingsintending to be legally bound, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder hereby confirms its agreement with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.follows:

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) , 1997 ---------------------- Goldxxx Xxxhx Xxxernational, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemen: CIENA Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the "Shares"). It The Offer is understood and agreed to by all parties that the Company is concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which providesconditioned upon, among other things, for there being validly tendered and not withdrawn prior to the transfer expiration of shares the Offer that number of Stock between Shares which, together with any Shares held by Parent and its affiliates, represents at least two-thirds of the two syndicates number of Shares outstanding on a fully diluted basis (assuming the exercise of all outstanding options). The Merger Agreement provides that as soon as practicable following the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will be merged (the "Merger") with and for consultation into the Company, and those Shares that are not acquired in the Offer will be converted into the right to receive $10.10 per Share in cash. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER (EACH AS DEFINED HEREIN), DETERMINED THAT THE OFFER AND THE MERGER ARE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES (AS DEFINED HEREIN) (OTHER THAN PARENT AND ITS AFFILIATES) AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. In arriving at its recommendation, the Board of Directors considered the factors described in the accompanying Amendment No. 1 to Schedule 14D-9 (as amended, "Schedule 14D-9"). Included as Schedule I to the Schedule 14D-9 is a written opinion, dated January 23, 2000, to the Company's Board of Directors of Credit Suisse First Boston Corporation ("Credit Suisse First Boston"), the Company's financial advisor, to the effect that, as of that date and based on and subject to the matters described in such opinion, the $10.10 per Share cash consideration to be received in the Offer and the Merger, taken together, by the Lead Managers hereunder with Goldxxxholders of Shares was fair, Xxchx & Xofrom a financial point of view, to such holders (other than Parent and its affiliates). prior You are urged to exercising the rights read this opinion carefully in its entirety for a description of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used assumptions made, procedures followed, matters considered and limitations on the review undertaken by Credit Suisse First Boston in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Sharesrendering its opinion. The latter form of prospectus will be identical accompanying Offer to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include Purchase sets forth all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both terms of the U.S. Offer. Additionally, the enclosed Schedule 14D-9 sets forth additional information regarding the Offer and the international versions thereof.Merger relevant to making an informed decision. We urge you to read these materials carefully and in their entirety. Very truly yours, /s/ Jamex X. Xxxxxx

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) February __, 1997 ---------------------- Goldxxx Xxxhx XxxernationalFebruary , Alex. Browx 1997 -- Xxxxxx Xxxxxxx & Xons IncorporatedCo. Incorporated Xxxxxxxxxx Securities Xxxxxxxxx, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, Company LLC c/o Goldman Sachx XxxernationalMorgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies Xxx Xxxx 00000 Dear Sirs and GentlemenMesdames: CIENA NeoMagic Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters named in Schedule I II hereto (the "Underwriters") an aggregate of 1,000,000 __________ shares of the common stock, par value $0.001 per share, of the Company (the "Firm Shares") and, at the election ). The Company and certain stockholders of the Underwriters, up to 150,000 additional shares Company (the "Optional SharesSelling Stockholders") named in Schedule I hereto severally propose to issue and sell to the several Underwriters not more than an additional __________ shares of Common Stockits common stock, par value $.01 0.001 per share (the "StockAdditional Shares")) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock, par value $0.001 per share, granted to the Underwriters in Section 3 hereof. Of the Additional Shares, the Company will issue and sell __________ shares and the Selling Stockholders will sell __________ shares, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule I hereto. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Shares." The shares of common stock, par value $0.001 per share, of the Company (to be outstanding after giving effect to the Firm Shares sales contemplated hereby are hereinafter referred to as the "Common Stock." The Company and the Optional Shares which the Underwriters elect Selling Stockholders are hereinafter sometimes collectively referred to purchase pursuant to Section 2 hereof being collectively called as the "Shares"). It is understood Sellers." The Company has filed with the Securities and agreed to by all parties that the Company is concurrently entering into an agreement, a copy of which is attached hereto Exchange Commission (the "U.S. Underwriting AgreementCommission") a registration statement, including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), providing for is hereinafter referred to as the offering by "Registration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "Prospectus." If the Company of up has filed an abbreviated registration statement to a total of 4,600,000 register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. UnderwritersRule 462 Registration Statement"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything then any reference herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the term "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior Registration Statement" shall be deemed to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereofsuch Rule 462 Registration Statement.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) November __, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1997. RAUSXXXX XXXXXX XXXSNES, AlexINC. Browx RAYMXXX XXXEX & Xons IncorporatedXSSOCIATES, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, INC. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalRausxxxx Xxxxxx Xxxsnes, Peterborough CourtInc. 2711 X. Xxxxxxx Xxx., 133 Xxxxx XxxxxxSuite 2400 Dallas, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies Texas 75204-2936 Ladies and Gentlemen: CIENA OYO Geospace Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 shares of the Company's common stock, par value $0.01 per share (the "Firm SharesCommon Stock") and, at the election of the Underwriters, up to 150,000 additional shares of Common Stock, and OYO Corporation U.S.A., a Texas corporation (the "Selling Stockholder"), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,000,000 shares of Common Stock and, at the election of the Underwriters, up to 150,000 additional shares of Common Stock. The aggregate of 2,000,000 shares of Common Stock to be sold by the Company and the Selling Stockholder is herein called the "Firm Shares" and the aggregate of 300,000 additional shares of Common Stock to be sold by the Company and the Selling Stockholder is herein called the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the . The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company is concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of The Underwriters will reserve up to a total of 4,600,000 300,000 shares of the Common Stock (the "U.S. Directed Shares") including from among the over-allotment option thereunder through arrangements with Firm Shares for offering and sale to certain underwriters in of the United States Company's officers, directors and employees and certain business associates of the Company and the Selling Stockholder pursuant to a reserve share program (the "U.S. UnderwritersReserve Share Program"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representativesThe Directed Shares will be sold by the Underwriters pursuant to this Agreement at the public offering price. Anything herein and therein Any Directed Shares not purchased by such persons will be offered to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation public by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising Underwriters as set forth in the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except Prospectus (as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereofdefined below).

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) _________________, 1997 ---------------------- Goldxxx Xxxhx XxxernationalGoldxxx, Xxchx & Xo., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough CourtSachs & Co., 133 Xxxxx 85 Bxxxx Xxxxxx, Xxxxxx XX0X 0XXXxx Xxxx, XxxxxxxXxx Xxxx 00000. Xadies and Gentlemen: CIENA Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 800,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 120,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), ) of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 7,200,000 shares and, at the election to the Underwriters, up to 1,080,000 additional shares of Stock. The aggregate of 8,000,000 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 1,200,000 additional shares to be sold by the Company and the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company is and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the offering sale by the Company and the Selling Stockholders of up to a total of 4,600,000 shares of Stock (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.a

per Share. UNDERWRITING JOHN C. GOFF ---------------------------------------------- FEBRUARY 19, 2002 CRESCENT REAL ESTATE EQUITIES COMPANY RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (INTERNATIONAL VERSIONthe "Agreement") , 1997 ---------------------- Goldxxx Xxxhx Xxxernational, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemen: CIENA Corporationis entered into between Crescent Real Estate Equities Company, a Delaware corporation Texas trust organized under the Texas Real Estate Investment Trust Act, as amended (the "Company"), proposesand John C. Goff ("Goff") as of the 19th day of February, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto 2002 (the "UnderwritersDatx xx Xxxxxxxnt") an aggregate ). The Company is the sole stockholder of 1,000,000 shares Crescent Real Estate Equities, Ltd. (the "Firm SharesGeneral Partner") and), at which is the election sole general partner of the Underwriters, up to 150,000 additional shares Crescent Real Estate Equities Limited Partnership (the "Optional SharesOperating Partnership") ), and the owner of Common Stocka majority of the outstanding limited partner interests in the Operating Partnership. Pursuant to the Employment Agreement dated as of February 19, par value $.01 per share 2002 (the "StockEmployment Agreement"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called this Agreement is attached as an Exhibit, Goff is employed as the "SharesChief Executive Officer" of the Operating Pxxxxership. As a part of the transactions and Compensation Package, as defined in the Employment Agreement ("Compensation Package"). It is understood and agreed to by all parties , the Operating Partnership, has requested that the Company provide to Goff the ability to earn stock in the Company to encourage Goff to cxxxx out his duties with vigor. The right to earn xxx stock described herein is concurrently entering into an agreement, a copy integral component of which the Compensation Package and is attached hereto (the "U.S. Underwriting Agreement"), providing intended to compensate Goff for services performed by Goff for the offering Operating Partnership anx xxe Company from and after Fexxxxry 19, 2002 and during the term of this Employment Agreement and thereafter for the postemployment obligations of Goff, including confidentiality and noncompetition, such compensatiox xxing expressly contingent on Goff's fulfillment of these services and other requirements as set fxxxx xn the Employment Agreement. The Compensation Package has been negotiated by the Company, the Operating Partnership and Goff in lieu of much more significant future cash compensation for txx xuture services of Goff. Furthermore, Goff's ability to earn the stock hereunder shall xx xrospective only xxx xhall be earned only while the Employment Agreement is in effect. The Operating Partnership and the Company have previously discussed these matters with Goff, and Goff desires to accept such employment on such terms. As pxxx of up the Compensation Package and to a total induce Goff to make enthusiastic and productive efforts for the benefit of 4,600,000 shares xxx Company and the Operating Partnership, the Executive Compensation Committee of Stock (the "U.S. Shares") including Company has recommended that Goff be provided the over-allotment option thereunder through arrangements with certain underwriters in right to earn restricted stock on the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. terms and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein xxxject to the contrary notwithstandingconditions set forth in this Agreement. In consideration of the mutual promises and covenants made herein, the respective closings under this Agreement and the U.S. Underwriting Agreement are parties hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except agree as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.follows:

per Share. UNDERWRITING PURCHASE AGREEMENT (INTERNATIONAL VERSION) ------------------ August 10, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1998 BEAR, AlexXXXXXXX & CO. Browx INC. XXXXXX XXXXXXX & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, CO. INCORPORATED c/o Goldman Sachx XxxernationalMorgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies Xxx Xxxx 00000 Ladies and Gentlemen: CIENA Electronic Data Systems Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto United States Trust Company of New York (the "UnderwritersTrustee") an aggregate ), as trustee of 1,000,000 shares the General Motors Special Hourly Employees Pension Trust established under the General Motors Hourly-Rate Employees Pension Plan (the "Firm SharesHourly Plan") and), at for the election account and on behalf of the Underwriters, up to 150,000 additional shares Hourly Plan (the "Optional SharesSelling Stockholder"), confirm their respective agreements with Bear, Xxxxxxx & Co. Inc. and Xxxxxx Xxxxxxx & Co Incorporated ("Xxxxxx Xxxxxxx") (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Article VIII), with respect to the sale by the Selling Stockholder of the aggregate number of shares of Common Stock, par value $.01 0.01 per share (the "Stock")share, of the Company (the Firm Shares "Common Stock"), and the Optional Shares which purchase by the Underwriters elect Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite their names in Schedule A to purchase pursuant to Section 2 hereof being collectively called the Pricing Agreement (as hereinafter defined) (the "SharesSecurities"). It is understood This Agreement shall apply with respect to one or more offerings of Securities, each of which shall be governed by a separate Pricing Agreement. Prior to each purchase and agreed to public offering of Securities by all parties that the Company is concurrently entering several Underwriters, the Selling Stockholder and the several Underwriters shall enter into an agreementagreement substantially in the form of Exhibit A hereto (each, a copy of which is attached hereto (the "U.S. Underwriting Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written communication among the Selling Stockholder and the Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto, providing for the including Schedule A thereto. Each offering of Securities will be governed by this Agreement, as supplemented by the Company Pricing Agreement applicable to such offering. From and after the date of up the execution and delivery of a Pricing Agreement, this Agreement shall be deemed to a total incorporate that Pricing Agreement with respect to such offering. The date of 4,600,000 shares of Stock (the applicable Pricing Agreement is referred to as the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Representation Date." The Company agrees that Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus Xxxxxxx will be identical the sole book-running manager with respect to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold any offering pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) April 7, 1997 ---------------------- Goldxxx Xxxhx Xxxernational2004 April 7, Alex. Browx 2004 Morgan Stanley & Xons IncorporatedCo. Incorporated Merrill Lynch, WessxxxPierce, Xxxxxx Fenner & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, Smitx Xncorporated c/o Goldman Sachx XxxernationalMorgxx Xxxxley & Co. Incorpxxxxxx 0000 Broadway New York, Peterborough CourtNew York 10000 Xxxr Sirs and Mesdames: XXX Xxxxxxxxxxx, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemen: CIENA Corporation, a Delaware corporation x Xxxxxxxx xxxxxxxxxon (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "UnderwritersUNDERWRITERS") an aggregate of 1,000,000 7,500,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 0.01 per share (the "Stock")share, of the Company (the "FIRM SHARES"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,125,000 shares of its Common Stock, par value $0.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Optional Additional Shares which the Underwriters elect are hereinafter collectively referred to purchase pursuant to Section 2 hereof being collectively called as the "SharesSHARES"). It is understood and agreed to by all parties that The shares of Common Stock, par value $0.01 per share, of the Company is concurrently entering into an agreement, a copy of which is attached hereto to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company has filed with the Securities and Exchange Commission (the "U.S. Underwriting AgreementCOMMISSION") a registration statement on Form S-3 (No. 333-112216), providing including a prospectus, relating to the Shares, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the offering by the Company of up to Commission (i) a total of 4,600,000 shares of Stock prospectus supplement (the "U.S. SharesPROSPECTUS SUPPLEMENT") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one specifically relating to the Shares hereunder pursuant to Rule 424 under the Securities Act of 1933, as amended (the "SECURITIES Act"), and (ii) a related prospectus dated March 1, 2004 (the "BASE PROSPECTUS") and the other relating offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the Securities Act (the "SECURITIES ACT REGULATIONS"). Such registration statement has been declared effective by the Commission. Such registration statement, as amended to the U.S. date hereof, is referred to herein as the "REGISTRATION STATEMENT"; and the Base Prospectus and the Prospectus Supplement, in the form first used to confirm sales of the Shares. The latter form of prospectus will be identical , are collectively referred to herein as the "PROSPECTUS"; provided, however, that all references to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 "REGISTRATION STATEMENT" and 11 herein, and except as the context may otherwise require, references hereinafter "PROSPECTUS" shall also be deemed to include all documents incorporated therein by reference pursuant to the Shares shall include all Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). If the Company has filed an abbreviated registration statement to register additional shares of Common Stock which may be sold pursuant to either this Agreement or Rule 462(b) under the U.S. Underwriting AgreementSecurities Act (the "RULE 462 REGISTRATION STATEMENT"), and references then any reference herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, the term "REGISTRATION STATEMENT" shall be deemed to include both of the U.S. and the international versions thereofsuch Rule 462 Registration Statement.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- o, 1997 ---------------------- Goldxxx Xxxhx Xxxernational2003 Goldman, Alex. Browx Sachs & Xons IncorporatedCo., Wessxxx, Xxxxxx William Blair & XendxxxxxXxxxanx, X.L.C., Willxxx X. Xxxxxxxx Xxxx, Xxxxxxx & XompanyCo. Inc., J&E Davy (txxxxxx as Davy Stockbrokers), As representatives of the several representatxxxx xx xxx xxxxxal Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough CourtSachs & Co., 133 Xxxxx Xxxxxx85 Broad Strexx, Xxx Xorx, Xxw York 10000. Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemenxxx Xxxxxxxxx: CIENA CorporationXXXX xlc, a Delaware corporation company incorporated under the laws of the Republic of Ireland (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 shares 1,500,000 American Depositary Shares ("ADSs") representing 1,500,000 Ordinary Shares, par value (euro)0.06 per Ordinary Share ("Stock"), of the Company, and the shareholders of the Company named in Schedule II hereto (the "Firm SharesSelling Shareholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 ADSs representing 1,500,000 shares of Stock and, at the election of the Underwriters, an aggregate of up to 150,000 450,000 additional ADSs representing 450,000 shares of Stock. The aggregate of 3,000,000 ADSs representing 3,000,000 shares of Stock to be sold by the Company and the Selling Shareholders is herein called the "Firm ADSs" and the aggregate of 450,000 ADSs representing 450,000 additional shares (to be sold by the Selling Shareholders is herein called the "Optional SharesADSs") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the . The Firm Shares ADSs and the Optional Shares which ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "ADSs". The shares of Stock represented by the Firm ADSs are hereinafter called the "Firm Shares" and the shares of Stock represented by the Optional ADSs are hereinafter called the "Optional Shares" and the Firm Shares and the Optional Shares are herein collectively called the "Shares"). It is understood and agreed The ADSs are to by all parties that the Company is concurrently entering into an agreement, be issued pursuant to a copy of which is attached hereto deposit agreement (the "U.S. Underwriting Deposit Agreement"), providing for dated as of May 20, 1998, among the offering by the Company Company, The Bank of up to a total of 4,600,000 shares of Stock New York, as depositary (the "U.S. SharesDepositary") including ), and holders from time to time of the over-allotment option thereunder through arrangements with certain underwriters in the United States American Depositary Receipts (the "U.S. UnderwritersADRs"), for whom Goldxxx, Xxchs & Co., Alex) issued by the Depositary and evidencing the ADSs. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein Each ADS will initially represent the right to receive one share of Stock deposited pursuant to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Deposit Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) ---------------------- _______, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1999 Xxxx, Alex. Browx Xxxx & Xons IncorporatedCo., WessxxxInc. 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies 00000 Ladies and Gentlemen: CIENA Key Capital Corporation, a Delaware Maryland corporation (the "Key" or "Company"), proposesthe holding company for Key Bank and Trust, subject to the terms and conditions stated hereina Maryland chartered trust company ("Bank"), proposes to issue and sell to the Underwriters named in Schedule I hereto Xxxx, Xxxx & Co., Inc. (the "UnderwritersUnderwriter") an aggregate ), ____________ authorized but unissued shares of 1,000,000 shares (the "Firm Shares") andits common stock, at the election of the Underwriters, up to 150,000 additional shares (the "Optional Shares") of Common Stock, $1.00 par value $.01 per share (the "Common Stock"). The Company also grants to Xxxx, Xxxx the option described in Section 2 to purchase all or any part of ______ additional shares of Common Stock to cover over-allotments. The aforesaid ___________ shares of Common Stock ("Initial Shares"), together with all or any part of the Company (_____ additional shares of Common Stock subject to the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to option described in Section 2 hereof being ("Additional Shares"), are collectively herein called the "Shares." The Shares are more fully described in the Prospectus referred to below. The Underwriter proposes to resell the shares to the general public in a public offering ("Public Offering"). It is understood and agreed Prior to by all parties that the date hereof, up to ____ shares of Common Stock were offered to the general public in a community offering ("Community Offering") pursuant to an agency agreement between the Company is concurrently entering into an agreementand the Underwriter dated ___, 1999 (the "Agency Agreement"). The Shares proposed to be sold to the Underwriter hereby represent Shares not sold in the Community Offering. The Community Offering and the Public Offering are collectively referred to herein as the "Offering." The initial public offering price for the Shares, the purchase price to be paid by the Underwriter for the Shares and the commission per Common Stock to be paid by the Company to the Underwriter shall be agreed upon by the Company and the Underwriter, and such agreement shall be set forth in a copy separate written instrument substantially in the form of which is attached Exhibit A hereto (the "U.S. Underwriting Price Determination Agreement"). The Price Determination --------- Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the --------- Shares will be governed by this Agreement, providing for the offering as supplemented by the Company Price Determination Agreement. From and after the date of up to a total the execution and delivery of 4,600,000 shares of Stock (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters")Price Determination Agreement, for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior shall be deemed to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 hereinincorporate, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form"this Agreement" shall be deemed to include, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereofPrice Determination Agreement.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -------------------- October __, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1996 Xxxxxxx Xxxxx International, Alex. Browx Xxxxxx Xxxxxxx & Xons IncorporatedCo. International Limited, WessxxxBear, Xxxxxxx International Limited, Xxxxxxxxx, Xxxxxx & XendxxxxxXxxxxxxx Securities Corporation, X.L.C., Willxxx X. Xxxxxxxx & XompanyXxxxx Xxxxxx Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalXxxxx International Limited, Peterborough Court, 133 000 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and GentlemenDear Sirs: CIENA CorporationCertain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc., a Delaware corporation (the "Company"), proposespropose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 3,300,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 495,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company is Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering sale by the Company Selling Stockholders of up to a total of 4,600,000 15,180,000 shares of Stock (the "U.S. Shares") ), including the over-allotment option thereunder thereunder, through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom GoldxxxXxxxxxx, Xxchs Xxxxx & Co., Alex. Browx Co. Xxxxxx Xxxxxxx & Xons Co. Incorporated, WessxxxBear, Xxxxxxx & Co. Inc., Xxxxxxxxx, Xxxxxx & XendxxxxxXxxxxxxx Securities Corporation and Xxxxx Xxxxxx Inc., X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between the Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with GoldxxxXxxxxxx, Xxchx Xxxxx & Xo. Co. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) ---------------------- December __, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1996 Xxxxxxx, Alex. Browx Xxxxx & Xons IncorporatedCo., WessxxxXxxxxxxxxx Securities, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & XompanySalomon Brothers Inc, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough CourtXxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies Xxx Xxxx 00000 Ladies and Gentlemen: CIENA CorporationXX Xxxxxxxx Services, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 11,200,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 1,680,000 additional shares (the "Optional Shares") of Class A Common Stock, par value $.01 per share (the "Stock"), ) of the Company (the Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 3 hereof being collectively called the "Shares"). The Company was organized to hold and operate the merchant processing businesses of Bank of America National Trust and Savings Association, a national banking association (the "Bank"), and the Seafirst Bank Division of Bank of America NW, N.A. ("Seafirst"). The Bank and Seafirst are wholly-owned subsidiaries of BankAmerica Corporation, a Delaware corporation ("BankAmerica"). It is understood and agreed to by all parties that the Company is concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the offering sale by the Company of up to a total of 4,600,000 3,220,000 shares of Stock (the "U.S. International Shares") ), including the over-allotment overallotment option thereunder thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom GoldxxxXxxxxxx Xxxxx International, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. Xxxxxxxxxx Securities and Willxxx X. Xxxxxxxx & Xompany Salomon Brothers International Limited are acting as representativeslead managers. Anything herein and or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting International Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. International Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 5, 10 and 11 12 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. International Underwriting Agreement, and references herein to any prospectus the "U.S. Prospectus" whether in preliminary or final form, and whether as amended or supplemented, shall include both of refer to the U.S. prospectus relating to the Shares hereunder and references herein to the international versions thereof"International Prospectus" whether in preliminary or final form, and whether as amended or supplemented, shall refer to the prospectus relating to the International Shares.

per Share. UNDERWRITING AGREEMENT ---------------------- February, 1998 ADVEST, INC. X.X. XXXXXXXX & CO. XXXXXX & XXXXXX INCORPORATED As Representatives (INTERNATIONAL VERSIONthe "Representatives") , 1997 ---------------------- Goldxxx Xxxhx Xxxernational, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Several Underwriters named Named in Schedule I hereto, hereto ---------- c/o Goldman Sachx XxxernationalAdvest, Peterborough CourtInc. 00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, 133 Xxxxx XxxxxxXX 00000 Dear Sirs and Mesdames: American Safety Insurance Group, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies and Gentlemen: CIENA CorporationLtd., a Delaware Bermuda corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an ---------- aggregate of 1,000,000 2,700,000 shares (the "Firm Shares") andof the Company's common shares, par value $0.01 per share (the "Common Shares"). In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election of and subject to the Underwritersterms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, up to 150,000 405,000 additional shares Common Shares ---------- from the Company (such additional Common Shares, the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the . The Firm Shares and the Optional Shares which the Underwriters elect are referred to purchase pursuant to Section 2 hereof being collectively called as the "Shares." As part of the offering of the 2,700,000 Firm Shares contemplated by this Agreement, Advest, Inc. ("Advest") has agreed to reserve, out of the Firm Shares set forth opposite its name on Schedule I hereto, up to 135,000 Shares for sale ---------- to the Company's employees, officers and directors (collectively, the "Participants"), as set forth in the Prospectus in the section entitled "Underwriting" (the "Directed Share Program"). It is understood and agreed The Shares to be sold by all parties that Advest pursuant to the Company is concurrently entering into an agreement, a copy of which is attached hereto Directed Share Program (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. Directed Shares") including will be sold by Advest pursuant to this Agreement at the over-allotment option thereunder through arrangements with certain underwriters public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the first business day after the date on which this Agreement is executed will be offered to the public by Advest as set forth in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one anotherProspectus. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which providesCompany, among other thingsintending to be legally bound, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder hereby confirms its agreement with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.follows:

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) ------------ October , 1997 ---------------------- Goldxxx Xxxhx Xxxernational1996 Xxxxxxx, Alex. Browx Xxxxx & Xons Co., Xxxxxx Xxxxxxx & Co. Incorporated, WessxxxBear Xxxxxxx & Co. Inc., Xxxxxxxxx, Xxxxxx & XendxxxxxXxxxxxxx Securities Corporation, X.L.C., Willxxx X. Xxxxxxxx & XompanyXxxxx Xxxxxx Inc., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough CourtXxxxx & Co., 133 00 Xxxxx Xxxxxx, Xxxxxx XX0X 0XXXxx Xxxx, XxxxxxxXxx Xxxx 00000. Xadies and GentlemenDear Sirs: CIENA CorporationCertain stockholders named in Schedule II hereto (the "Selling Stockholders") of CUC International Inc., a Delaware corporation (the "Company"), proposespropose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 13,200,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 1,980,000 additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company is and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the offering sale by the Company Selling Stockholders of up to a total of 4,600,000 3,795,000 shares of Stock (the "U.S. International Shares") ), including the over-allotment option thereunder thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom Goldxxx, Xxchs Xxxxxxx Xxxxx International and Xxxxxx Xxxxxxx & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany Co. International Limited are acting as representativeslead managers. Anything herein and or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. International Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. International Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING TERMS AGREEMENT (INTERNATIONAL VERSION) --------------- Dated: September 11, 1997 ---------------------- Goldxxx Xxxhx XxxernationalTo: Equity Residential Properties Trust Xxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx. Xadies 00000 Attention: Xxxxxxx Xxxxxxx Ladies and Gentlemen: CIENA CorporationWe, a Delaware corporation Xxxxx Xxxxxx Inc. (the "CompanyUnderwriter"), proposesunderstand that Equity Residential Properties Trust ("EQR") proposes to issue and sell 498,000 of its Common Shares of Beneficial Interest, subject $.01 par value per share, being collectively hereinafter referred to as the "Underwritten Securities." Subject to the terms and conditions stated set forth or incorporated by reference herein, the Underwriter offers to issue and sell to purchase the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 shares (the "Firm Shares") and, Underwritten Securities at the election purchase price set forth below. The Underwritten Securities shall have the following terms: Title of the Underwriters, up to 150,000 additional shares (the "Optional Securities: Common Shares of Beneficial Interest Number of Shares") of Common Stock, par value : 498,000 Par Value: $.01 per share (the "Stock")Price to Public: $51.125 per share Purchase price per share: $48.56875, which represents 95% of the Company Price to Public. Number of Option Securities, if any, that may be purchased by the Underwriter: Not authorized Delayed Delivery Contracts: Not authorized Additional co-managers, if any: None Other terms: Payment to be made to EQR by wire transfer of immediately available funds to the designated account of EQR to be delivered on the closing date set forth below. Closing date and location: September 16, 1997, Xxxxxxxxx & Xxxxxxxxxxx, P.C., Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 Except as provided herein, all the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares --Standard Underwriting Provisions" and dated December 2, 1996, are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the "Shares")same extent as if such provisions had been set forth in full herein. It is understood and agreed to Terms defined in such document are used herein as therein defined. Please accept this offer no later than 5:00 (five o'clock) P.M. (New York City time) on September 11, 1997 by all parties that the Company is concurrently entering into an agreement, signing a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 4,600,000 shares of Stock (the "U.S. Shares") including the over-allotment option thereunder through arrangements with certain underwriters this Terms Agreement in the United States (space set forth below and returning the "U.S. Underwriters")signed copy to us. Very truly yours, XXXXX XXXXXX INC. By: /s/ Xxxxx X. Xxxxxx ------------------------- Name: Xxxxx X. Xxxxxx Title: Managing Director Acting on behalf of itself Accepted: By: EQUITY RESIDENTIAL PROPERTIES TRUST, for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. itself and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all general partner of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, ERP Operating Limited Partnership By: /s/ Xxxxx X. Xxxxxxxxxx ----------------------- Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.Chief Financial Officer

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) __________________, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1999 Goldxxx, Alex. Browx Xxchx & Xons IncorporatedXo., WessxxxMerrxxx Xxxcx, Xxerxx Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & Xompany, Xmitx Xxxorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough Court, 133 Xxxxx Sachs & Co. 85 Bxxxx Xxxxxx, Xxxxxx XX0X 0XXXxx Xxxx, Xxxxxxx. Xadies Xxx Xxxx 00000 Xxdies and Gentlemen: CIENA CorporationClassic Communications, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 _______ shares (the "Firm Shares") andof Class A common stock, par value $0.01 per shares, ("Stock") of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to 150,000 __________ additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), of the Company (the . The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company is and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the offering sale by the Company and the Selling Stockholders of up to a total of 4,600,000 _________ shares of Stock (the "U.S. International Shares") ), including the over-allotment overallotment option thereunder thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. Goldxxx Xxxhx Xxxernational and Willxxx X. Xxxxxxxx & Xompany Merrxxx Xxxcx Xxxernational are acting as representativeslead managers. Anything herein and or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. International Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pagespages as included in the registration statement and amendments thereto as mentioned below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. International Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof. The Shares are being issued and sold in connection with an Asset Purchase Agreement (the "Asset Purchase Agreement") dated ____________, 1999, as amended, by and between Classic Cable, Inc., a Delaware corporation ("Classic Cable") and Star Cable Associates, a ____________ ("Star"). The Asset Purchase Agreement provides that, subject to certain conditions as described therein, Classic Cable will, directly or indirectly, acquire substantially all of the assets of Star (the "Acquisition") for a purchase price of approximately $__________ million in cash (the "Asset Purchase Consideration").

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL U.S. VERSION) ----------------------- July __, 1997 ---------------------- Goldxxx Xxxhx Xxxernational1998 Goldxxx, Alex. Browx Xxchx & Xons IncorporatedXo., Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Dain Xxxxxxxx & Xompany, As Xxxxxxx Xx representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Goldman, Sachx Xxxernational, Peterborough Court, 133 Xxxxx & Xo. 85 Bxxxx Xxxxxx, Xxxxxx XX0X 0XXXxx Xxxx, Xxxxxxx. Xadies Xxx Xxxx 00000 Xxxies and Gentlemen: CIENA CorporationVisual Networks, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 ________ shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 ________ additional shares (the "Optional Shares") of Common Stock, par value $.01 per share (the "Stock"), ) of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of ________ shares and, at the election of the Underwriters, up to ________ additional shares of Stock. The aggregate of ________ shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of ________ additional shares to be sold by the Company and the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares"). It is understood and agreed to by all parties that the Company is and the Selling Stockholders are concurrently entering into an agreement, a copy of which is attached hereto agreement (the "U.S. International Underwriting Agreement"), ) providing for the offering sale by the Company and the Selling Stockholders of up to a total of 4,600,000 _______ shares of Stock (the "U.S. International Shares") ), including the over-allotment overallotment option thereunder thereunder, through arrangements with certain underwriters in outside the United States (the "U.S. International Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. Goldxxx Xxxhs International and Willxxx X. Dain Xxxxxxxx & Xompany are Xxxxxxx xxx acting as representativeslead managers. Anything herein and or therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. International Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. International Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereofsyndicates. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. International Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pagespages as included in the registration statement and amendments thereto as mentioned below. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. International Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) May ___, 1997 ---------------------- Goldxxx Xxxhx Xxxernational2004 Xxxxxxx, Alex. Browx Sachs & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & XompanyCo., As representatives representative of the several Underwriters named in Schedule I hereto, c/o Goldman Sachx Xxxernational, Peterborough Court, 133 00 Xxxxx Xxxxxx, Xxxxxx XX0X 0XXXxx Xxxx, XxxxxxxXxx Xxxx 00000. Xadies Ladies and Gentlemen: CIENA CorporationXxxxxxxxx & Co., Inc., a Delaware corporation (the "CompanyGREENHILL"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "UnderwritersUNDERWRITERS") an aggregate of 1,000,000 5,000,000 shares (the "Firm Shares") and, at the election of the Underwriters, up to 150,000 additional shares (the "Optional FIRM Shares") of Common Stock, par value $.01 0.01 per share (the "StockSTOCK"), of Greenhill and, at the Company election of the Underwriters, and subject to the terms and conditions stated herein, to issue and sell to the Underwriters up to 750,000 additional shares (the "OPTIONAL SHARES") of Stock. The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "SharesSHARES". In connection with the offering contemplated by this Agreement, Xxxxxxxxx & Co. Holdings, LLC, a New York limited liability company ("HOLDINGS"). It is understood , will merge with and agreed to by all parties into Greenhill, such that the Company is concurrently entering into an agreementseparate existence of Holdings will cease and Greenhill will be the surviving corporation, on the terms and conditions provided in the reorganization agreement and plan of merger dated as of _____, 2004, among Greenhill, Holdings and the other signatories thereto (together with all exhibits and schedules thereto as of the date hereof, the "REORGANIZATION AGREEMENT"), a complete copy of which is attached as Exhibit A hereto (the "U.S. Underwriting AgreementMERGER"). Accordingly, providing for the offering by the Company of up in this Agreement, references to a total of 4,600,000 shares of Stock (the "U.S. Shares") including Company" as of any time prior to the over-allotment option thereunder through arrangements with certain underwriters in consummation of the United States (Merger shall be deemed to be references to Holdings, and references to the "U.S. Underwriters")Company" as of any time after consummation of the Merger shall be deemed to be references to Greenhill. In addition, for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything references herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock REORGANIZATION TRANSACTIONS" mean all transactions contemplated by the foregoingReorganization Agreement, one relating including, without limitation, the execution, delivery and performance by Greenhill and each of the Managing Directors (as defined below) of (1) a Non-Competition Agreement substantially in the form set forth in Exhibit I to the Shares hereunder Reorganization Agreement in the case of Managing Directors who are U.S. Members (including Xxxxxx X. Xxxxxxxxx in his personal capacity), and substantially in the other relating form of Exhibit J to the U.S. Shares. The latter Reorganization Agreement in the case of Managing Directors who are U.K. Partners, (2) a Transfer Rights Agreement substantially in the form of prospectus will be identical set forth in Exhibit H to the former except for certain substitute 2 pages. Except as used Reorganization Agreement and (3) a Tax Indemnification Agreement substantially in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter form set forth in Exhibit B to the Shares Reorganization Agreement. Terms defined in the Reorganization Agreement that are used but not defined herein shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references used herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereofdefined therein.

per Share. UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) ---------------------- January 29, 1997 ---------------------- Goldxxx Xxxhx Xxxernational2004 Goldman, Alex. Browx Sachs & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C., Willxxx X. Xxxxxxxx & XompanyCo., As representatives representative of the several Underwriters named Underwrxxxxx xxxed in Schedule I hereto, c/o Goldman Sachx XxxernationalGoldman, Peterborough CourtSachs & Co., 133 Xxxxx Xxxxxx85 Broad Street, Xxxxxx XX0X 0XXNew York, XxxxxxxNew York 10004. Xadies UBS Securities LLC, Xx Xxxxxxxxxxx Xxxxxxxxxxx, 000 Xxxx Xxenue, New York, New York 10171. Ladies and Gentlemen: CIENA CorporationXxxxxxx Xxxxxxx Xxx., a Delaware x Xxxxxxre corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 3,000,000 shares of Common Stock, par value $0.03 ("Stock") of the Company and the stockholders of the Company named in Schedule II hereto (the "Firm SharesSelling Stockholders") propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,850,000 shares and, at the election of the Underwriters, up to 150,000 675,000 additional shares (of Stock. The aggregate of 4,850,000 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 675,000 additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares") of Common Stock, par value $.01 per share (. The 3,000,000 Firm Shares to be sold by the Company are herein called the "StockCompany Shares." The aggregate of 1,850,000 Firm Shares to be sold by the Selling Stockholders and the Optional Shares are herein collectively called the "), of the Company (the Selling Stockholder Shares." The Firm Shares and the Optional Shares which that the Underwriters elect to purchase pursuant to Section 2 hereof being are herein collectively called the "Shares." The Company and the Underwriters, in accordance with the requirements of Rule 2720 ("). It is understood and agreed to by all parties that Rule 2720") of the Company is concurrently entering into an agreementNational Association of Securities Dealers, a copy of which is attached hereto Inc. (the "U.S. Underwriting AgreementNASD")) and subject to the terms and conditions stated herein, providing for also hereby confirm the offering by engagement of the Company services of up to a total of 4,600,000 shares of Stock UBS Securities LLC (in such capacity, and not otherwise, the "U.S. SharesIndependent Underwriter") including as a "qualified independent underwriter" within the over-allotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Goldxxx, Xxchs & Co., Alex. Browx & Xons Incorporated, Wessxxx, Xxxxxx & Xendxxxxx, X.L.C. and Willxxx X. Xxxxxxxx & Xompany are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates"meaning of Rule 2720(b)(15) which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Goldxxx, Xxchx & Xo. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used NASD in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latter form of prospectus will be identical to the former except for certain substitute 2 pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise require, references hereinafter to the Shares shall include all of the shares of Stock which may be sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and references herein to any prospectus whether in preliminary or final form, and whether as amended or supplemented, shall include both of the U.S. and the international versions thereof.