Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. Becton, ▇▇▇▇▇▇▇▇▇ and Company, a New Jersey corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and Company

Ladies and Gentlemen. Becton, ▇▇▇▇▇▇▇▇▇ and CompanyVornado Realty Trust, a New Jersey corporation Maryland real estate investment trust (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ........................ , 19.. 1997 (the "Underwriting Agreement"), between the Company on the one hand and Gold▇▇▇, ▇▇chs & Co. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] Shares specified in Schedule II hereto (the "Designated Securities"Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase]). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesShares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at 24 the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount number of Designated Securities Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. If hereto [and, (b) in the foregoing is in accordance with your understandingevent and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, please sign as provided below, the Company agrees to issue and return sell to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. It is understood that your acceptance of this letter on behalf of [The Company hereby grants to each of the Underwriters is or will be pursuant the right to purchase at their election up to the authority number of Optional Shares set forth opposite the name of such Underwriter in a form Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of Agreement among Underwriters, covering over-allotments in the form sale of which shall the Firm Shares. Any such election to purchase Optional Shares may be submitted exercised by written notice from the Representatives to the Company for examination upon requestgiven within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but without warranty on in no event earlier than the part First Time of Delivery or, unless the Representatives as to and the authority Company otherwise agree in writing, no earlier than two or later than ten business days after the date of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and Companysuch notice.]

Ladies and Gentlemen. Becton, ▇▇▇▇▇▇▇▇▇ and The Washington Post Company, a New Jersey Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ............... . . . . . . . . . . ., 19.. 19 . . (the "Underwriting Agreement"), between the Company on the one hand and [the Representative] [and (names of Co-Representatives named therein)] on the other hand], to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ [ONE FOR THE COMPANY AND EACH OF THE REPRESENTATIVES PLUS ONE FOR EACH COUNSEL] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and The Washington Post Company

Ladies and Gentlemen. BectonThe parties to the 1999 Agreement have signed that agreement. However, the Company has indicated that it will not be able to deliver corporate authorizing resolutions or an opinion of counsel, required under Section 4.1(b) and 4.1(e) respectively of the 1999 Agreement, until approximately August 11, 1999 (together with any other conditions contained in Section 4.01 of the 1999 Agreement which have not been satisfied, the "Open Conditions"). Until the Open Conditions have been satisfied, the Lenders have no obligation to make any advances or issue any letters of credit under the 1999 Agreement. Furthermore, the letters of credit outstanding under the 1998 Agreement (the "Outstanding Letters of Credit") will not be deemed to be issued and outstanding under the 1999 Agreement, but will continue to be deemed outstanding under the terms of the 1998 Agreement. The 1998 Agreement expires by its terms as of July 29, 1999, and, pursuant to Section 3.1(b) of the 1998 Agreement, unless the termination date for such agreement is extended, the Company is required to deliver to the Administrative Agent for the benefit of the Lenders under the 1998 Agreement cash collateral in the amount of the Outstanding Letters of Credit (the "Collateral Requirement"). At the request of the Company, the Lenders have agreed to waive the Collateral Requirement and any other remedies or defaults under the 1998 Agreement until the earlier of (a) August 13, 1999 or (b) further written notice to the Company from the Lenders withdrawing Advanced Fibre Communications, Inc. July 29, 1999 Page 92 such waiver. The expectation of the Company and the Lenders is that the Company shall have satisfied the Open Conditions by not later than August 13, 1999, at which time the Outstanding Letters of Credit will be deemed issued and outstanding under the 1999 Agreement as provided in Section 1.3 of the 1999 Agreement. This letter and waiver does not constitute the waiver of any right that the Lenders may have under the 1998 Agreement except as expressly provided herein. Furthermore, execution and delivery by the Lenders of the 1999 Agreement does not constitute the waiver of any rights the Lenders have under the 1998 Agreement with respect to the Outstanding Letters of Credit or otherwise. The Company agrees to the terms and conditions stated in this letter. The Administrative Agent acknowledges receipt of all fees referenced in Section 4.1(f) of the 1999 Agreement and the Company acknowledges that such fees are not subject to rescission or rebate in the event that the conditions contained in Section 4.1 of the 1999 Agreement are not satisfied by the Company. Upon satisfaction by the Company of the Open Conditions, the 1999 Agreement shall be deemed to have become effective as of July 29, 1999 and the 1998 Agreement will be deemed terminated as of such date. BANQUE NATIONALE DE PARIS BANK OF AMERICA, N.A. /s/ Jenn▇▇▇▇ ▇. ▇▇▇ /s/ Stua▇▇ ▇▇▇▇▇ /▇/ Mich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and Company, a New Jersey corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities")-------------------------------------- ---------------------------------------- By: Jenn▇▇▇▇ ▇. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement▇▇▇ Stua▇▇ ▇▇▇▇▇ ▇▇: Mich▇▇▇ ▇. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ ▇▇▇le: Vice President Assistant Title: Managing Director Vice President Acknowledged and agreed to: ADVANCED FIBRE COMMUNICATIONS, INC. /s/ Pete▇ ▇. ▇▇▇▇▇▇ -------------------------------------- By: Pete▇ ▇. ▇▇▇▇▇▇ ▇▇▇le: Vice President & CFO Advanced Fibre Communications, Inc. July 29, 1999 Page 93 ADVANCED FIBRE COMMUNICATIONS, INC. CERTIFICATE OF SECRETARY I, Amy ▇. ▇▇▇▇, ▇▇cretary of ADVANCED FIBRE COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby certify, in my capacity as Secretary and not in my personal capacity, that:

Ladies and Gentlemen. BectonAmerUs Life Holdings, ▇▇▇▇▇▇▇▇▇ and CompanyInc., a New Jersey an Iowa corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ............... . . . . . . . . . . ., 19.. 19 . . (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ [six] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters Underwriters, on the one hand, and the Company and AmerUs Life Insurance Company, on the other hand. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, BectonAmerUs Life Holdings, Inc. By: -------------------------- Name: Title: Accepted as of the date hereof: Salomon Brothers Inc Gold▇▇▇, ▇▇ch▇ & ▇▇▇▇▇▇▇ and Companyo. Salomon Brothers Inc By: -------------------------------- Name: Title: ---------------------------------------- On behalf of each of the Underwriters

Ladies and Gentlemen. Becton, The Gold▇▇▇ ▇▇▇h▇ ▇▇▇▇▇▇ and Companyup, Inc., a New Jersey Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .........................., 1920.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 13 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and Company.

Ladies and Gentlemen. Becton, ▇▇▇▇▇▇▇▇▇ and Company, a New Jersey corporation Invacare Corporation (the "CompanyBorrower") has requested senior credit facilities (the "Facilities") to be provided to the Borrower in the aggregate principal amount of $200,000,000 (the "Aggregate Commitment") to finance the acquisition (the "Acquisition") of all of the stock of a public company previously identified by the Borrower to us (the "Seller"), proposes, subject . The Acquisition will be accomplished through a cash tender offer (the "Tender Offer") by a wholly owned subsidiary of the Borrower ("AcquisitionCo") for not less than a majority of the shares of the Seller (on a fully diluted basis). The Tender Offer will be in an aggregate amount consistent with the total cost of the Acquisition previously disclosed by the Borrower to us and consistent with the terms previously disclosed to us. The commitment of NBD (the "Agent") hereunder is contingent upon the consummation of the Acquisition and the Tender Offer upon terms and conditions stated herein reasonably satisfactory to the Agent, the Agent's satisfactory review of all agreements and documents executed or filed in connection therewith, the Acquisition and the Tender Offer, the structure of the Borrower and AcquisitionCo and its other subsidiaries before and after the Acquisition, and the legal, accounting and tax aspects of the Acquisition and the Tender Offer being satisfactory to Agent and Arranger and its counsel, the total amounts of the Facilities or any other funds of the Borrower which are being used to consummate the Acquisition, directly or indirectly, being consistent with the amounts previously disclosed by the Borrower to the Agent and Arranger, the Borrower amending the covenants, pricing and other appropriate terms in its other credit facilities with the Agent, in a manner satisfactory to the Agent, to those described in the Underwriting Agreement, dated .............., 19.. attached Term Sheet (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters"as defined below) the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the other terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions attached Term Sheet. The Term Sheet and this Commitment Letter are intended as an outline only and do not purport to summarize all of the Underwriting Agreement incorporated herein by referenceterms, shall constitute a binding agreement between each of conditions, covenants, representations, warranties and other provisions which will be contained in definitive legal documentation for the Underwriters and transaction which is the Company. It is understood that your acceptance subject of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and CompanyCommitment Letter.

Ladies and Gentlemen. BectonAmerican Greetings Corporation, ▇▇▇▇▇▇▇▇▇ and Company, a New Jersey an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ..............May __, 19.. 1998 (the "Underwriting Agreement"), between the Company on the one hand and Gold▇▇▇, ▇▇ch▇ & ▇o. [AND (NAMES OF CO-REPRESENTATIVES NAMED THEREIN)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ [ONE FOR THE COMPANY AND EACH OF THE REPRESENTATIVES PLUS ONE FOR EACH COUNSEL] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, BectonAmerican Greetings Corporation By: ----------------------------- Name: Title: Accepted as of the date hereof: Gold▇▇▇, ▇▇chs & Co. [NAME(S) OF CO-REPRESENTATIVE(S)] By:.................................................. (Gold▇▇▇, ▇▇ch▇ & ▇▇ and Companyo.) On behalf of each of the Underwriters SCHEDULE I

Ladies and Gentlemen. BectonWe make reference to the 5-Year Credit Agreement (as amended, ▇▇▇▇▇▇▇▇▇ supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, and shall be deemed applicable to be a part of this Agreement to the same extent it as if such provisions it had been set forth originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in full herein; connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein shall be deemed to have been made at Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter and as of the date of this Pricing Agreement, except that if each representation and warranty which refers reference therein to the Prospectus in Section 2 of Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designation Letter and the Underwriting Credit Agreement shall be deemed to be a representation or warranty as governed by, and construed in accordance with, the law of the date State of New York. The Borrowing Subsidiary hereby submits to the nonexclusive jurisdiction of any New York state court or Federal court of the Underwriting United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Designation Letter, the Credit Agreement in relation or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the Prospectus (as therein defined)fullest extent permitted by law, and also a representation and warranty as any objection which it may now or hereafter have to the laying of the date venue of this Pricing Agreement any such proceeding brought in relation such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Credit Agreement. Each reference to Without limiting the Representatives herein and foregoing, the Borrowing Subsidiary joins in the provisions submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Underwriting Agreement so incorporated by reference shall be deemed to refer to youCredit Agreement. Unless otherwise defined hereinTHE PEPSI BOTTLING GROUP, terms defined in the Underwriting Agreement are used herein as therein definedINC. The Representatives designated to act on behalf By: ____________________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ____________________________________ Name: Title: Form of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the ProspectusDesignation Letter ACCEPTED: JPMORGAN CHASE BANK, as the case may beAgent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT E FORM OF SUBSTITUTION LETTER ____________, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives ____ To JPMorgan Chase Bank as to the authority of the signers thereof. Very truly yours, Becton, Agent Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Company

Ladies and Gentlemen. BectonWe make reference to the 5-Year Credit Agreement (as amended, ▇▇▇▇▇▇▇▇▇ supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and shall be deemed to be a part of this Agreement the Guarantor hereby represent and warrant to the same extent as if such provisions had been set forth in full herein; Agent and each of Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth therein shall be deemed in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to have been the substitution contemplated hereby as if made at on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of this Pricing Agreement, except that each representation the State of New York. The Company and warranty which refers the Guarantor hereby submit to the Prospectus in Section 2 nonexclusive jurisdiction of the Underwriting Agreement shall be deemed to be a representation United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter York City for the purposes of all legal proceedings arising out of or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to this Substitution Letter or the Designated Securities which are the subject transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By: Name: Title: BOTTLING GROUP, LLC By: Name: Title: Form of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereinSubstitution Letter EXHIBIT F FORM OF TERMINATION LETTER ____________, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus____ To JPMorgan Chase Bank, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Agent Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Company

Ladies and Gentlemen. BectonThis is with reference to the registration under the Securities Act of 1933 (the “Act”) and offering of $ principal amount of Guaranteed Notes due (, ▇▇▇▇▇▇▇▇▇ and Companythe “Securities”) of [Name of Issuer], a New Jersey corporation organized under the laws of [Jurisdiction of Incorporation] (the "“Company"”), proposesand the related guarantees thereof by BP p.l.c., subject a corporation organized under the laws of England and Wales (“BP”). The Registration Statement was filed on Form F-3 in accordance with procedures of the Securities and Exchange Commission (the “Commission”) permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment, document incorporated by reference or prospectus supplement that provides information relating to the terms of the securities and conditions stated the manner of their distribution. The Securities have been offered by the Prospectus dated (the “Basic Prospectus”), as supplemented by the Prospectus Supplement dated (the “Prospectus Supplement”). The Basic Prospectus as so supplemented does not necessarily contain a current description of the Company’s and BP’s business and affairs since, pursuant to Form F-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. As United States counsel to the Company, we reviewed the Registration Statement, the Basic Prospectus and the Prospectus Supplement and the documents listed in Schedule A (those listed documents, taken together with the Basic Prospectus, being referred to herein as the “Pricing Disclosure Package “) and participated in discussions with your representatives and those of the Company and BP and their accountants. On the basis of the information that we gained in the Underwriting Agreementcourse of the performance of the services referred to above, dated .............., 19.. considered in the light of our understanding of the applicable law (including the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [requirements of Form F-3 and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each character of the provisions prospectus contemplated thereby) and the experience we have gained through our practice under the Act, we confirm to you that, in our opinion, each part of the Underwriting Agreement is incorporated herein by reference in its entiretyRegistration Statement, when such part became effective, and shall be deemed to be a part of this Agreement to the same extent Basic Prospectus, as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to supplemented by the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty Supplement, as of the date of the Underwriting Agreement Prospectus Supplement, appeared on their face to be appropriately responsive, in relation all material respects relevant to the Prospectus (as therein defined)offering of the Securities, to the requirements of the Act, the Trust Indenture Act of 1939, and also a representation the applicable rules and warranty as regulations of the date Commission thereunder. Further, nothing that came to our attention in the course of this Pricing Agreement in relation such review has caused us to believe that, insofar as relevant to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions offering of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and Company,

Ladies and Gentlemen. BectonMeridian Industrial Trust, ▇▇▇▇▇▇▇▇▇ and CompanyInc., a New Jersey Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ..............____________, 19.. __ (the "Underwriting Agreement"), between the Company on the one hand and ▇▇▇▇▇▇▇, Sachs & Co., Prudential Securities Incorporated, ▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Incorporated and PaineWebber Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] Shares specified in Schedule II hereto (the "Designated Securities"Shares" consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesShares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount number of Designated Securities Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereto and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us [ [one for the Company and one for each of the Representatives plus one for each counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, BectonMeridian Industrial Trust, Inc. By: ------------------------------------- Name: Title: Accepted as of the date hereof: ▇▇▇▇▇▇▇, Sachs & Co. [CO-REPRESENTATIVES] By: ---------------------------- ▇▇▇▇▇▇▇, ▇▇▇▇▇ and Company& Co. SCHEDULE I MAXIMUM NUMBER NUMBER OF FIRM OF OPTIONAL SHARES SHARES TO BE WHICH MAY BE UNDERWRITER PURCHASED PURCHASED ----------- --------- --------- ▇▇▇▇▇▇▇, Sachs & Co. ............................... [CO-REPRESENTATIVES AND OTHER UNDERWRITERS] ........

Ladies and Gentlemen. BectonReference is made to the Security Agreement (as amended, ▇▇▇▇▇▇▇▇▇ amended and Companyrestated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of November 26, 2021, made by DISH DBS Corporation, a New Jersey Colorado corporation (the "Company"“Issuer”), proposesand U.S. Bank National Association, subject as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.6 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Pledgor party to the terms Security Agreement by all of the terms, covenants and conditions stated herein and set forth in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Security Agreement to the same extent as that it would have been bound if such provisions it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in full herein; the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties set forth therein shall be deemed and agrees to have been made at and as each of the date covenants applicable to the Pledgors contained in the Security Agreement. Annexed hereto are supplements to each of this Pricing the schedules to the Security Agreement, except that each representation and warranty which refers with respect to the Prospectus in Section 2 of the Underwriting Agreement New Pledgor. Such supplements shall be deemed to be a representation or warranty as part of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Security Agreement. Each reference to the Representatives herein This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in the provisions any number of the Underwriting Agreement counterparts and by different parties hereto in separate counterparts, each of which when so incorporated by reference executed and delivered shall be deemed to refer to you. Unless otherwise defined hereinbe an original, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement but all such counterparts together shall constitute one and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II heretosame agreement. An amendment to the Registration StatementTHIS JOINDER AGREEMENT SHALL BE GOVERNED BY, or a supplement to the ProspectusAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, as the case may beTHE LAW OF THE STATE OF NEW YORK, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and CompanyWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Ladies and Gentlemen. BectonReference is made to the Security Agreement (as amended, ▇▇▇▇▇▇▇▇▇ amended and Companyrestated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 11, 2006 made by and among BARRINGTON BROADCASTING GROUP LLC, a New Jersey corporation Delaware limited liability company (“Borrower”), BARRINGTON BROADCASTING LLC, a Delaware limited liability company (“Holdings”), and the Guarantors party thereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the "Company"“New Pledgor”), proposes, subject pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the terms Security Agreement by all of the terms, covenants and conditions stated herein and set forth in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Security Agreement to the same extent as that it would have been bound if such provisions it had been set forth in full herein; a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral owned by it and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties set forth therein shall be deemed and agrees to have been made at and as each of the date of this Pricing Agreement, except that each representation and warranty which refers covenants applicable to the Prospectus Pledgors contained in Section 2 of the Underwriting Security Agreement. Annexed hereto are supplements to the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be a representation or warranty as part of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Security Agreement. Each reference to the Representatives herein This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in the provisions any number of the Underwriting Agreement counterparts and by different parties hereto in separate counterparts, each of which when so incorporated by reference executed and delivered shall be deemed to refer to you. Unless otherwise defined hereinbe an original, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement but all such counterparts together shall constitute one and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II heretosame agreement. An amendment to the Registration StatementTHIS JOINDER AGREEMENT SHALL BE GOVERNED BY, or a supplement to the ProspectusAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and CompanyTHE LAW OF THE STATE OF NEW YORK.

Ladies and Gentlemen. BectonWe make reference to the 364-Day Credit Agreement (as amended, ▇▇▇▇▇▇▇▇▇ supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and shall be deemed to be a part of this Agreement the Guarantor hereby represent and warrant to the same extent as if such provisions had been set forth in full herein; Agent and each of Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth therein shall be deemed in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to have been the substitution contemplated hereby as if made at on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of this Pricing Agreement, except that each representation the State of New York. The Company and warranty which refers the Guarantor hereby submit to the Prospectus in Section 2 nonexclusive jurisdiction of the Underwriting Agreement shall be deemed to be a representation United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter York City for the purposes of all legal proceedings arising out of or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to this Substitution Letter or the Designated Securities which are the subject transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By: Name: Title: BOTTLING GROUP, LLC By: Name: Title: Form of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereinSubstitution Letter EXHIBIT F FORM OF TERMINATION LETTER ____________, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus____ To JPMorgan Chase Bank, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Agent Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Company

Ladies and Gentlemen. BectonThe Goldman Sachs Group, ▇▇▇▇▇▇▇▇▇ and CompanyInc., a New Jersey Delaware corporation (the "Company"), proposespro▇▇▇▇▇, subject s▇▇▇▇▇t to the terms and conditions stated herein and in the Underwriting Agreement, dated ............... . . . . . . . . . . ., 19.. 20 . . (the "Underwriting Agreement")) between the Company on the one hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the Underwriters Under▇▇▇▇▇▇▇ named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 13 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and Company.

Ladies and Gentlemen. BectonBorrower and Lender have executed and delivered that certain Loan Agreement dated as of June 5, ▇▇▇▇▇▇▇▇▇ 1997 as amended by that certain Letter Agreement dated March 30, 1998 as further amended by that certain Letter Agreement dated the date hereof between Borrower and Company, a New Jersey corporation Lender (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Loan Agreement"). Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Loan Agreement. Borrower acknowledges that the documents set forth on Exhibit A hereto that were to have been delivered at the Closing have not been delivered. Borrower acknowledges that Lender does not waive delivery of those documents and performance of certain conditions, and, as an inducement to issue Lender to extend the Maturity Date of the Loan, Borrower agrees to perform those conditions and sell deliver the documents set forth on Exhibit A hereto, in each case to Lender's satisfaction, within the Underwriters named in Schedule I hereto (applicable time periods set forth on Exhibit A hereto. This letter agreement shall constitute a Loan Document. Upon any failure to complete the "Underwriters") conditions or deliver the Securities [documents within the applicable time periods set forth on Exhibit A, Lender shall have the right to declare an Event of Default for all purposes under the Loan Agreement and the Warrants] specified in Schedule II hereto (the "Designated Securities")other Loan Documents. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entiretyExcept as expressly set forth herein, Lender, has not, and shall be not been deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each have, waived compliance by Borrower with any provision of the representations and warranties set forth therein Loan Documents or to have waived any rights of Lender thereunder. This letter agreement shall be deemed to have been made at construed and as enforced in accordance with, and governed by, the laws of the date State of this Pricing AgreementNew York, without regard to principles of conflicts of laws. This letter agreement may not be modified or amended or any term or provision hereof waived or discharged except that each representation by a writing signed by Lender and warranty which refers to the Prospectus in Section 2 Borrower. All of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will agreement shall be pursuant binding upon Borrower, its respective successors and assigns, and inure to the authority set forth in a form benefit of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and CompanyLender.

Ladies and Gentlemen. Becton, ▇▇▇▇▇▇▇▇▇ In connection with the merger of MergerCo with and Company, a New Jersey corporation into the Company (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined“Merger”), and also a representation and warranty pursuant to the Merger Agreement, including Section 2.2 thereof, the undersigned, as the registered holder(s) of the date certificate(s) (each, a “Certificate”) representing shares of Preferred Stock and/or Common Stock described in Box A and Box B below, encloses herewith and irrevocably surrenders the Certificates listed below. For purposes of this Pricing Letter of Transmittal, the “undersigned” includes any joint owners of the Certificates listed below. You are hereby authorized and instructed to cause the amounts payable to the undersigned pursuant to the Merger Agreement in relation respect of the Certificates surrendered herewith to be delivered to the Prospectus as amended or supplemented relating undersigned pursuant to the Designated Securities which wire transfer instructions below (or, if no such instructions are the subject of this Pricing Agreement. Each reference provided, by check payable to the Representatives herein and in the provisions order of the Underwriting Agreement so incorporated by reference shall be deemed undersigned and delivered to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, undersigned as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I heretoBox A and/or Box B below). If the foregoing is in accordance with your understanding, please sign The undersigned acknowledges and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood agrees that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which all merger consideration delivered hereunder shall be submitted to net of all holdbacks, escrow amounts, adjustments and other items specified in the Merger Agreement. CertificateNumber Total Number of Shares of Preferred Stock Represented by the Certificate If any Certificates representing any shares of Preferred Stock that you own have been lost, stolen, mutilated or destroyed, check this box. Please promptly notify the Company at the address listed above for examination upon request, but without warranty on the part of the Representatives instructions as to the authority procedure to be followed in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the signers thereofprocedures for replacing lost, stolen, mutilated or destroyed Certificates have been followed. Very truly yoursCertificateNumber Total Number of Shares of Common Stock Represented by the Certificate If any Certificates representing any shares of Common Stock that you own have been lost, Bectonstolen, ▇▇▇▇▇▇▇▇▇ mutilated or destroyed, check this box. Please promptly notify the Company at the address listed above for instructions as to the procedure to be followed in order to replace the Certificate(s). This Letter of Transmittal and Companyrelated documents cannot be processed until the procedures for replacing lost, stolen, mutilated or destroyed Certificates have been followed.

Ladies and Gentlemen. BectonIn order to induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into that certain Stockholders Agreement by and among Investor, Yale University, The Vanderbilt University, Carnegie Corporation of New York, Gloster III, LLC, The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and CompanyJunior University, a New Jersey corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and Company▇▇▇▇▇ ▇▇▇▇▇▇▇ Foundation, The Trustees of the University of Pennsylvania, The Regents of the University of Michigan, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇ Foundation, ▇▇▇▇▇▇ Ventures, Makena Capital Holdings Prime, L.P, Clarendon Investment Partners II, LP and The ▇▇▇▇ Family Trust, dated as of May 15, 2007 (as the same may be further modified, amended, or restated from time to time, the "Stockholders Agreement"; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) pursuant to which we have (i) purchased shares of stock in Investor, which is a member in Borrower and (ii) committed to make cash contributions of capital ("Capital Contributions") to Investor on the terms and subject to the conditions set forth in the Stockholders Agreement in the aggregate amount of $[ ] (our "Capital Commitment"), which Capital Contributions are to be contributed by Investor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[______________] of our Capital Commitment has been called, $____________, of our Capital Commitment remains to be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Investor or Administrative Agent a certificate setting forth the remaining amount of our Capital Commitment which we are obligated to fund (the "Unfunded Capital Commitment"). We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of calls for Capital Contributions duly made in accordance with the terms of the Stockholders Agreement (including, without limitation, subsequent calls for Capital Contributions made in connection with a shortfall in funds available to Borrower as a result of the failure of any other Stockholder or Managing Member to advance funds with respect to a call for Capital Contributions duly made). In addition, we hereby acknowledge and confirm to Administrative Agent, Lenders, Managing Member and Investor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations under the Credit Agreement, whether such Capital Contributions are called by Managing Member, Investor or Administrative Agent for such purpose on behalf of Managing Member and Investor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Investor) without, defense, counterclaim or offset of any kind, including without limitation any defense under Section 365 of the U.S. Bankruptcy Code, all of which we hereby waive. Notwithstanding anything to the contrary in the Stockholders Agreement or Operating Agreement, we hereby acknowledge and agree that (i) our obligation to fund our Unfunded Capital Commitment as and when requested by Administrative Agent is unconditional and (ii) Administrative Agent shall not be required to state any specific purpose or use of funds, deliver any supporting documentation whatsoever or comply with any formalities when making a Drawdown on our Unfunded Capital Commitment, except that such Drawdown must be made in writing. We hereby (i) acknowledge that Borrower, Managing Member and Investor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other an Documents (as defined in the Credit Agreement), (ii) represent that as of the date hereof, (A) to the best of our knowledge there is no default or circumstance which with the passage of time and/or the giving of notice would constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement has not been modified or amended except for the amendment referred to above and is in full force and effect and enforceable against the undersigned in accordance with its terms and (C) we do not have any right of offset against, or reduction to, our obligation to fund our Unfunded Capital Commitment, (iii) acknowledge that for so long as the Credit Facility is in place we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement or the Operating Agreement relating to the Capital Commitments, the making of Capital Contributions or the incurrence of indebtedness or any other provisions that would adversely affect the rights of Administrative Agent or Lenders without your prior written consent and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement will be made by wire transfer to the following account opened and maintained by Borrower with the Administrative Agent (the "Collateral Account") which Borrower has also pledged as security for the Obligations (as such term is defined in the Credit Agreement): Bank: Bank of America, N.A. Account Number: 1233060441 ABA Number: ▇▇▇-▇▇▇-▇▇▇ Reference: Acadia Strategic Opportunity Fund III LLC Collateral Account Contact Person: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ We hereby acknowledge that for so long as the Credit Agreement is in effect, we are obligated, under the terms and subject to the limitations and conditions set forth in the Stockholders Agreement, to honor any Drawdown Notice delivered to us in the name of the Administrative Agent on behalf of Lenders, without setoff, counterclaim or defense by funding the applicable portion of our Capital Commitment into the Collateral Account, provided such Drawdown Notice is delivered for the purpose of paying due and payable obligations of the Borrower to Lenders under the Credit Facility and states on its face that it is delivered for such purpose. We understand that Lenders and Administrative Agent will be relying upon the statements and agreements made herein in connection with making the Credit Facility available to Borrower and, accordingly hereby acknowledge that Capital Contributions we make under the Stockholders Agreement will not satisfy our obligation to fund our Capital Commitment unless such Capital Contributions are paid into the above account (unless we are otherwise instructed by Administrative Agent as described above). We hereby acknowledge that the terms of the Credit Agreement and of each other Loan Document (as defined therein) can be modified without further notice to us or our consent. In addition, we understand that the Credit Agreement and this Investor Letter shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Letter will remain in effect until we are notified jointly by Administrative Agent and Managing Member that the Credit Facility has been terminated. We also acknowledge and confirm that (a) we understand that Lenders have not been involved in the organization of Investor or offering of Investor's equity interests, or made any representation in connection therewith, (b) we are not relying on Lenders in any way in connection with our investment in Investor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Investor or any other Person. [We represent and warrant that: (i) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Letter; (ii) the making and performance of the Stockholders Agreement and this Investor Letter constitute private and commercial acts rather than governmental or public acts, and that neither we nor any of our properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to our obligations under the Stockholders Agreement and this Investor Letter. To the extent that we may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to the Stockholders Agreement, or this Investor Letter to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to us such an immunity (whether or not claimed), we hereby irrevocably agree not to claim and hereby irrevocably waive such immunity to the fullest extent permitted by applicable law.]

Ladies and Gentlemen. BectonReference is made to that certain security agreement (as amended, ▇▇▇amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 3, 2015, made by ▇▇▇▇▇▇ and Company& ▇▇▇▇▇, INC., a New Jersey Delaware corporation (the "Company"“Borrower”), proposesand the other Grantors party thereto in favor of BANK OF AMERICA, subject N.A., as collateral agent for the Credit Parties (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This letter supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), pursuant to Section 3.3 of the terms Security Agreement. The New Grantor hereby agrees to be bound as a Grantor by all of the terms, covenants and conditions stated herein and set forth in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Security Agreement to the same extent as that it would have been bound if such provisions it had been set forth in full herein; a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Grantor thereunder. The New Grantor hereby makes each of the representations and warranties set forth therein shall be deemed and agrees to have been made at and as each of the date of this Pricing Agreement, except that each representation and warranty which refers covenants applicable to the Prospectus Grantors contained in Section 2 the Security Agreement and the Credit Agreement. Annexed hereto are supplements to each of the Underwriting schedules to the Credit Agreement and Perfection Certificate with respect to the New Grantor. Such supplements shall be deemed to be a representation or warranty as part of the date Security Agreement, the Credit Agreement, or the Perfection Certificate, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of the Underwriting Agreement counterparts and by different parties hereto in relation to the Prospectus (as therein defined)separate counterparts, each of which when so executed and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference delivered shall be deemed to refer to you. Unless otherwise defined hereinbe an original, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement but all such counterparts together shall constitute one and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II heretosame agreement. An amendment to the Registration StatementTHIS AGREEMENT SHALL BE GOVERNED BY, or a supplement to the ProspectusAND CONSTRUED IN ACCORDANCE WITH, as the case may beTHE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, ▇▇▇▇▇▇▇▇▇ and CompanyBUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

Ladies and Gentlemen. Becton, ▇▇▇▇▇▇▇▇▇ Central Power and Light Company, a New Jersey Texas corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ..............__________, 19.. 1997 (the "Underwriting Agreement"), between the Company on the one hand and ▇▇▇▇▇▇▇, Sachs & Co. [and (names of Co-Representatives named therein)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] us______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon requestexamination, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Central Power and Light Company By: ........................................... ------------------------- Name: Title: Accepted as of the date hereof: ▇▇▇▇▇▇▇, ▇▇▇▇▇ and Company& Co. [Name(s) of Co-Representative(s)] By: _____________________________ (▇▇▇▇▇▇▇, Sachs & Co.) On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ [Name(s) of Co-Representative(s)] [Names of other Underwriters] Total $ SCHEDULE II

Ladies and Gentlemen. BectonWe make reference to the 364-Day Credit Agreement (as amended, ▇▇▇▇▇▇▇▇▇ supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, and shall be deemed applicable to be a part of this Agreement to the same extent it as if such provisions it had been set forth originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in full herein; connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein shall be deemed to have been made at Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter and as of the date of this Pricing Agreement, except that if each representation and warranty which refers reference therein to the Prospectus in Section 2 of Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designation Letter and the Underwriting Credit Agreement shall be deemed to be a representation or warranty as governed by, and construed in accordance with, the law of the date State of New York. The Borrowing Subsidiary hereby submits to the nonexclusive jurisdiction of any New York state court or Federal court of the Underwriting United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Designation Letter, the Credit Agreement in relation or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the Prospectus (as therein defined)fullest extent permitted by law, and also a representation and warranty as any objection which it may now or hereafter have to the laying of the date venue of this Pricing Agreement any such proceeding brought in relation such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Credit Agreement. Each reference to Without limiting the Representatives herein and foregoing, the Borrowing Subsidiary joins in the provisions submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Underwriting Agreement so incorporated by reference shall be deemed to refer to youCredit Agreement. Unless otherwise defined hereinTHE PEPSI BOTTLING GROUP, terms defined in the Underwriting Agreement are used herein as therein definedINC. The Representatives designated to act on behalf By: ____________________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ____________________________________ Name: Title: Form of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the ProspectusDesignation Letter ACCEPTED: JPMORGAN CHASE BANK, as the case may beAgent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT E FORM OF SUBSTITUTION LETTER ____________, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives ____ To JPMorgan Chase Bank as to the authority of the signers thereof. Very truly yours, Becton, Agent Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Company