Common use of Delivery of the Shares and Payment Therefor Clause in Contracts

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c., 245 Park ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M., New York City time, on February __, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of BearKing & Spalding LLP, Stearns & 191 Peachtree Street, Atlanta, Georgia 30303, at 10:00 A.M., New York ▇▇. ▇▇c., 245 Park ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇, ▇ (▇▇▇ "▇▇:▇0 A.M., New York City time, on February __, 1998 (the "Closing ▇▇▇▇ Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you the Underwriters and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns King & ▇▇. ▇▇c. Spalding LLP mentioned above at such time and on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you the Underwriters and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Underwriters shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you the Underwriters in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriters on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of BearSalomon Brothers Inc, Stearns & Seven W▇▇. ▇▇ ▇▇c., 245 Park ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __December 11, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the CompanyTrust. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. Salomon Brothers Inc at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company Trust of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the CompanyTrust. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., 1:00 P.M. New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __[ ], 1998 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two three nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 P.M., New York City time, on the second third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available certified or official bank check or checks payable in New York Clearing House (next day) funds to the accounts specified in writing by order of the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c., 245 Park ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M.10:00 a.m., New York City time, on February __March 27, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear2008, Stearns & ▇▇. ▇▇c. or at such time on such later date not more than three (3) Business Days after the "foregoing date as the Representatives shall designate, which date and time may be postponed by mutual written agreement of the Representatives and the Company (such date and time of delivery and payment for the Shares being herein called the “Closing Date”) or on the applicable Option Closing Date (or at such other time on the same or on such other date, in any event not later than the third business day thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Shares shall be made against payment by the Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. The Shares will be delivered to the Representatives for the respective accounts of the several Underwriters through the book-entry facilities of The Depository Trust Company (“DTC”) and will be made available for inspection by the Underwriters by 1:00 p.m. New York City time at least 24 hours prior to the Closing Date or any Option Closing Date"), which may be the same as the Closing Date but case may be, at such place as the Underwriters and the Company shall agree. The Shares shall be in no event be earlier than global form registered in the Closing Date nor earlier than two nor later than ten business days after the giving name of the notice hereinafter referred toCede & Co., as nominee for DTC. Certificate(s) for the Preferred Shares shall be specified in a written notice from you on behalf of the Underwriters delivered to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares Depositary and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names the name of Cede & Co., as nominee for DTC and in such denominations as you the Representatives shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 P.M., New York City time, on the second business day Business Day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you to, or at the direction of, the Representatives in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day Business Day next preceding the Closing Date or the any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you to, or at the direction of, the Representatives on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by order of the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of BearMilbank, Stearns & Tweed, ▇▇. ▇▇c., 245 Park ▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇:▇0 Plaza, New York, NY 10005, at 10:00 A.M., New York City time, on February __, 1998 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of BearMilbank, Stearns Tweed, ▇▇▇▇▇▇ & ▇▇. ▇▇c. ▇▇ at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available certified or official bank check or checks payable in New York Clearing House (next day) funds to the accounts specified in writing by order of the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c., 245 Park ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M., New York City time, on February __, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office offices of BearRaym▇▇▇ ▇▇▇e▇ & ▇ssociates, Stearns & Inc., 880 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇c. at such time ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ 10:00 a.m., St. Petersburg, Florida time, on such date (the "Option Additional Closing Date"), ) (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two three nor later than ten business days after the giving of the notice hereinafter referred to), as shall be specified in a written notice from you you, on behalf of the Underwriters to the Company Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any time within 30 days after the date upon which the Registration Statement is declared effective by the Commission. The place of closing for any the Additional Shares and the Option Additional Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 p.m, New York City St. Petersburg, Florida time, on the second business day preceding the Closing Date or any Option the Additional Closing Date, as the case may be. Such certificates shall be made available to you in New York City St. Petersburg, Florida for inspection and packaging not later than 9:30 A.M.a.m., New York City St. Petersburg, Florida time, on the business day next immediately preceding the Closing Date or the Option Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Additional Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available same day funds to the accounts specified in writing by order of the CompanyCompany and to the Company as custodian for the Selling Shareholders, respectively.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 388 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February August __, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company and the Attorneys-in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters Underwriter of and payment for the Firm Shares shall be made against payment therefor at 9:00 a.m., Chicago, Illinois time, on the third full business day following the date of the Pricing Agreement (the "Closing Date") at the office offices of Bear, Stearns & ▇▇. ▇▇c., 245 Park ▇McDe▇▇▇▇▇, ▇▇▇ ▇▇▇ll & Emer▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇icago, ▇▇ ▇▇:▇0 A.M., New York City time, on February __, 1998 (the "Closing Date")Illinois. The place of the closing for the Firm Shares and the Closing Date may be varied by agreement between you among the Underwriter, the Company and the Company. Selling Stockholder. (b) Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made in Chicago, Illinois against payment therefor at the aforementioned office offices of Bear, Stearns & McDe▇▇. ▇▇c. at ▇, ▇▇ll & Emer▇ ▇▇ such time on such date (the "Option Closing Date"), which may be the same as the Closing Date Date, but shall in no event be earlier than the Closing Date nor earlier than two three nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters Underwriter to the Company and the Selling Stockholder of the Underwriters' determination to purchase a number, specified in such said notice, of Additional Shares. Said notice may be given at any time within 30 days after the date of the execution of the Pricing Agreement. The place of the closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you among the Underwriter, the Company and the Selling Stockholder. (c) If the Underwriter and the Selling Stockholder have elected to enter into the Pricing Agreement after the Registration Statement is effective, the Purchase Price per Share to be paid by the Underwriter for the Shares shall be an amount equal to the public offering price, less an amount to be determined by agreement between the Underwriter and the Selling Stockholder. The public offering price per Share of the Shares shall be a fixed price to be determined by agreement between the Underwriter and the Selling Stockholder. The public offering price and the Purchase Price per Share, when so determined, shall be set forth in the Pricing Agreement. If such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company, the Selling Stockholder and the Underwriter and except as otherwise provided in Section 5 hereof. If the Underwriter and the Selling Stockholder have elected to enter into the Pricing Agreement prior to the Registration Statement becoming effective, the public offering price and the Purchase Price per Share to be paid by the Underwriter for the Shares having each been determined and set forth in the Pricing Agreement, the Company agrees to file an (d) Certificates for the Firm Shares and for any the Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Underwriter shall request by written upon at least 48 hours prior notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day Company and the Selling Stockholder preceding the Closing Date or any the Option Closing Date, as the case may be. Such certificates shall be made available to you in the Underwriter at the office of The Depository Trust Company, New York City York, New York, for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any the Additional Shares to be purchased hereunder shall be delivered to you the Underwriter on the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Selling Stockholder for the account of the Underwriter, against payment of the purchase price therefor by wire transfer of or other immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 333 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February __December 1, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇c. mentioned above at such time and on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office offices of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office offices of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (notice, it being understood that a facsimile transmission shall be deemed written notice) , prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of BearMilbank, Stearns & Tweed, ▇▇. ▇▇c., 245 Park ▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇:▇0 Plaza, New York, NY 10005, at 10:00 A.M., New York City time, on February __, 1998 ___________ (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of BearMilbank, Stearns Tweed, ▇▇▇▇▇▇ & ▇▇. ▇▇c. ▇▇ at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available certified or official bank check or checks payable in New York Clearing House (next day) funds to the accounts specified in writing by order of the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (notice, it being understood that a facsimile transmission shall be deemed written notice) , prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of BearKing & Spalding LLP, Stearns & ▇▇. ▇ ▇▇c., 245 Park ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __August 11, 1998 2003 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you the Underwriters and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns King & ▇▇. ▇▇c. Spalding LLP mentioned above at such time and on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you the Underwriters and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you the Underwriters shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you the Underwriters in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriters on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of the Shares and payment for the Firm Shares therefor shall be made at the office offices of Bear, Stearns ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇. ▇▇c.▇▇▇▇ LLP, 245 Park ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M.or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on November 4, on February __2015, 1998 or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the "Closing Date"“Time of Delivery”). The place of closing for the Firm Shares and the Closing Date Time of Delivery may be varied by agreement between you the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Time of Delivery as originally scheduled include any reasonable determination by the Company or the Representatives to recirculate or otherwise make available to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Sharespublic an amended or supplemented General Disclosure Package or Prospectus. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Representatives for the respective accounts of the Underwriters for the Shares to be purchased by them on the Closing Date or the Option Closing Date, as the case may be, Time of Delivery against payment of the applicable purchase price therefor by wire transfer of immediately available funds to the one or more accounts specified in writing writing, not later than the close of business on the business day next preceding the Time of Delivery by the Company. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives to the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. It is understood that the Representatives have been authorized by each Underwriter, for the respective accounts of the Underwriters, to accept delivery of and receipt for, and make payment of the applicable purchase price for, the Shares that the Underwriters, acting severally and not jointly, have agreed to purchase. ▇▇▇▇▇▇▇ Sachs, Credit Suisse and ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Shares to be purchased by any Underwriter whose funds have not been received by the Time of Delivery, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of the Shares and Payment Therefor. Delivery to the ------------------------------------------- Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __March [ ], 1998 1997 (the "Closing Date"). The place of closing ------------ for the Firm Shares and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorney-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which ------------------- may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company and the Attorney-in -Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the CompanyAttorney-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by each of the CompanyCompany and the Custodian not later than two business days before the Closing Date or the Option Closing Date, as the case may be.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 388 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February __________, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date Date, but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M.at 10:00 a.m., New York City time, on February March __, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.a.m., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M.a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the CompanyCompany and the Attorneys-in-Fact.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office offices of Bear, Stearns Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇▇. art▇▇c.▇▇, 245 Park ▇▇5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M., 10:00 a.m. (New York City time, ) on February __-, 1998 1999 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇▇. art▇▇c. at ▇▇ ▇▇ such time on such date dates (the each, an "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date Dates for any such Shares shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., a.m. (New York City time, ) on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., a.m. (New York City time, ) on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 388 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February __, 1998 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company Company, the Attorneys-in-Fact and the Pecks Managed Entities of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (notice, it being understood that a facsimile transmission shall be deemed written notice) , prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c., 245 Park ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February __June 24, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear2008, Stearns & ▇▇. ▇▇c. or at such time on such later date not more than three (3) Business Days after the "Option foregoing date as the Representative shall designate, which date and time may be postponed by mutual written agreement of the Representative, the Company, and the Selling Stockholder (such date and time of delivery and payment for the Shares being herein called the “Closing Date"), which may be ”) or on the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the applicable Option Closing Date for (or at such Shares may be varied by agreement between you other time on the same or on such other date, in any event not later than the third business day thereafter, as the Representative, the Company, and the CompanySelling Stockholder may agree in writing). Certificates Delivery of the Shares shall be made against payment by the Representative of the purchase price thereof, to or upon the order of the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Selling Stockholder. The Shares will be delivered to the Representative for the Firm respective accounts of the several Underwriters through the book-entry facilities of The Depository Trust Company (“DTC”). The Shares and for any Additional Shares to be purchased hereunder shall be in global form registered in such names the name of Cede & Co., as nominee for DTC. Any certificate(s) representing some or all of the Shares shall be delivered to the Continental Stock Transfer & Trust Company (the “Transfer Agent”) and registered in the name of Cede & Co., as nominee for DTC, and in such denominations as you the Representative shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 P.M., New York City time, on the second business day Business Day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you to, or at the direction of, the Representative in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day Business Day next preceding the Closing Date or the any Option Closing Date, as the case may be. The certificates evidencing Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the Firm Shares and any Additional sale or delivery of the Shares to be purchased hereunder shall be delivered sold by the Selling Stockholder to you on the Closing Date several Underwriters, or otherwise in connection with the Option Closing Date, as the case may be, against payment performance of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the CompanySelling Stockholder’s obligations hereunder.

Delivery of the Shares and Payment Therefor. (a) Delivery to the Underwriters of and payment to the Fund for the Firm Shares shall be made at the office of BearSkadden, Stearns Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇. ▇▇ LLP, ▇▇c., 245 Park ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 or through the facilities of the Depository Trust Company or at another mutually agreeable facility, at 9:30 A.M., New York City time, on February __November [25], 1998 2003 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Fund. (b) Delivery to the Underwriters of of, and payment for to the Fund for, any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of BearSkadden, Stearns Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇. ▇▇c. ▇ LLP or through the facilities of the Depository Trust Company or another mutually agreeable facility at such time on such date (the an "Option Closing Date"), which may be the same as the Closing Date Date, but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten three business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company Fund of the Underwriters' determination to purchase a number, specified in such said notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Additional Shares may be varied by agreement between you and the Company. Fund. (c) Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 P.M., New York City time, (i) in respect of the Firm Shares, on the second business day preceding the Closing Date or any Option Closing Dateand (ii) in respect of Additional Shares, as on the case may beday of the giving of the written notice in respect of such Additional Shares. Such certificates shall will be made available to you in New York City for inspection and packaging not later than 9:30 9:00 A.M., New York City time, on the business day next preceding the Closing Date or the any Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, through the facilities of the Depository Trust Company or another mutually agreeable facility against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by order of the CompanyFund.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M.at 10:00 a.m., New York City time, on February March __, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.a.m., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M.a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 388 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 t 10:00 A.M., New York City time, on February ___________ , 1998 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the CompanySellers. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇. ▇▇▇▇ ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (notice, it being understood that a facsimile transmission shall be deemed written notice) , prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office offices of BearWildman, Stearns Harrold, Alle▇ & ▇ixo▇. , ▇▇c., 245 Park 5 ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 Suite 3000, Chicago, Illinois 60606-1229, at 9:00 A.M., New York City Chicago time, on February May ___, 1998 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of BearWildman, Stearns Harrold, Alle▇ & ▇ixo▇ ▇. ▇▇c. at ▇ such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company and the Attorneys-in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you in New York City on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 388 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February __March 4, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' your determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters Underwriter of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 at 10:00 A.M., New York City time, on February __January 22, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters Underwriter of and payment for any Additional Shares to be purchased by the Underwriters Underwriter shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' your determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 P.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the ------------------------------------------- Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & ▇▇. ▇▇c.▇ ▇▇▇▇▇▇ Inc., 245 Park ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 A.M.at 10:00 a.m., New York City time, on February __November 13, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. ▇ ▇▇▇▇▇▇ Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M.1:00 p.m., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M.a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified in writing by the Company.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and any payment for the Firm Shares shall be made at the office of Bear, Stearns & Smit▇ ▇▇. ▇▇c.▇▇ ▇▇▇., 245 Park 388 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 10:00 A.M., New York City time, on February __November 19, 1998 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Smit▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇c. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.

Delivery of the Shares and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Bear, Stearns & Wils▇▇. ▇▇c., 245 Park ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇ Professional Corporation, counsel for the Company ("Company Counsel"), located at 650 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇:▇0 7:00 A.M., New York City Pacific time, on February ______________, 1998 1997 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & ▇▇. ▇▇c. Company Counsel at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to exercise the over-allotment option and purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of in immediately available funds to the accounts specified in writing by the Companyfunds.