Common use of Purchase, Sale and Delivery of Notes Clause in Contracts

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York time, on July 24, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than July 24, 2001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82061% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77425% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74204% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on July 24November 20, 20012002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24November 20, 20012002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81775% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.76039% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.72583% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24December 12, 20012005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24December 12, 20012005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.99566% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.98870% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.99855% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24January 19, 20012005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24January 19, 20012005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.890625% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.968750% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.984375% of the principal amount thereof; and (iv) the Class A-4 B Notes, 99.7347899.968750% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Credit Suisse First Boston Corporation by the Company Seller at a bank acceptable to the Representative Credit Suisse First Boston Corporation, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ LLP, New York, New York ▇▇▇▇▇ at 10:00 A.M.a.m., New York time, on July 24October 28, 20011999, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse First Boston Corporation and the Company Seller determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Certificates to the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Bank of Tokyo-Mitsubishi, Ltd., an affiliate of the Indenture Trustee, will participate in the transaction contemplated by this Agreement by acting as an advisor to Seller. For its services, as previously agreed among the parties hereto, the Underwriters will pay a fee to The Bank of Tokyo-Mitsubishi, Ltd. equal to $100,000 out of the underwriting discounts and commissions received by the Underwriters in connection with the purchase of the Notes pursuant to this Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24October 28, 20011999, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82371% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.76749% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73298% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24August 19, 20012003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24August 19, 20012003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81923% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.76312% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74796% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24December 16, 20012003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24December 16, 20012003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500100.000000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.998812% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.990796% of the principal amount thereof; and (iv) the Class A-4 B Notes, 99.7347899.990291% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇ by the Company at a bank acceptable to the Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ LLP, New York, New York ▇▇▇▇▇ at 10:00 A.M.a.m., New York time, on July 24August 20, 20011998, or at such other time not later than seven full business days thereafter as the Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT1934 Act"), the parties hereto have agreed that the Closing Date will be not later than July 24August 20, 20011998, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82316% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.76899% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73403% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24October 30, 20012003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24October 30, 20012003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82388% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77849% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74676% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24October 17, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than July 24October 17, 2001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.85800% of the principal amount thereof; , (ii) the Class A-2 Notes, 99.8166899.75015% of the principal amount thereof; , (iii) the Class A-3 Notes, 99.7738799.68943% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, 99.7347899.61456% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Representatives by the Company at a bank acceptable to the Representative Representatives at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at not later than 10:00 A.M., New York City time, on July February 24, 2001, 2010 or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July February 24, 20012010, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.875000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.821415% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.763969% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.727383% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New YorkLos Angeles, New York California, at 10:00 A.M., New York time, on July 24October 25, 20012000, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than July 24October 25, 20012000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.875% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82092% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77536% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73316% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24August 16, 20012005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24August 16, 20012005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.87% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81093% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.76871% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74397% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24June 14, 20012005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24June 14, 20012005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500[______]% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668[_______]% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387[_______]% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478[______]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24, 2001, [_________] or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24, 2001[________], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81852% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77778% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74798% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of Dewey Ballantine LLP, Los Angeles, California at 10:00 A.M., New Yo▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ LLP, New York, New York at 10:00 A.M., New York time, on July 24, 20012002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Dewey Ballantine LLP on the Closing Date. The certificate for the C▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to ▇▇ ▇o be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP at least 24 hours prior to the Closing Date. Pursuant to ▇▇▇▇▇▇▇▇ ▇▇ Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24, 20012002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500[______]% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668[______]% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387[______]% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478[______]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP[______], New York, New York at 10:00 A.M., New York City time, on July 24[______ __, 2001__], or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP [______] at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP [______] on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP [______] at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24[______ __, 2001__], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% __.__% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668% __.__% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387% __.___% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% __.__% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York, New York York, at 10:00 A.M.A.M.., New York time, on July 24___________ , 2001________ , or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date. [The Company will deliver the Certificates Residual Interest Certificate to the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates Residual Interest Certificate so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company [Company] and will be made available for checking at the above office of ▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date. .] Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24____________________ , 2001___________ , unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82474% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77951% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74211% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on July 24May 22, 20012002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24May 22, 20012002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81927% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77166% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73802% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on July 24February 25, 20012003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24February 25, 20012003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.99110% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.99960% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.98656% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24June 22, 20012004, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24June 22, 20012004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82170% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77603% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74146% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24March 28, 2001, 2006 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24March 28, 20012006, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.87000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82074% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77673% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73501% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24January 29, 20012002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24January 29, 20012002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.88000% of the principal amount thereof; , (ii) the Class A-2 Notes, 99.8166899.75551% of the principal amount thereof; , (iii) the Class A-3 Notes, 99.7738799.69672% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, 99.7347899.62211% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24May 12, 2001, 2009 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24May 12, 20012009, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.91500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.85629% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.80314% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74638% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24June 19, 2001, 2007 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24June 19, 20012007, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, 99.900000% of the principal amount thereof; (ii) Class A-2 Notes, 99.870000% of the principal amount thereof; (iii) Class A-3 Notes, 99.840000% of the principal amount thereof; (iv) Class A-4 Notes, 99.770000% of the principal amount thereof; (v) Class B Notes, 99.670000% of the principal amount thereof; and (vi) Class C Notes, 99.550000% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 A.M.▇▇:▇▇ ▇.m., New ▇▇w York time, on July 24December 18, 20012002, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company ▇▇▇ler will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so to Cer▇▇▇▇▇▇▇es ▇▇ ▇o be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Pur▇▇▇▇t to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24December 18, 20012002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.1500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.85884% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.81000% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.77000% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24August 23, 2001, 2007 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24August 23, 20012007, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82014% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77128% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.74737% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24April 26, 20012005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24April 26, 20012005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.875005.32200% of the principal amount thereof; (ii) the Class A-2 Notes, 99.816685.25% of the principal amount thereof; (iii) the Class A-3 Notes, 99.773875.10% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.734785.09% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ McKee Nelson LLP, New York, New York at 10:00 A.M., New York City time, on July 24▇▇ ▇▇▇▇▇▇▇y 27, 2001, 2007 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ McKee Nelson LLP at least 24 hours prior to the Closing Date. The Company ▇▇▇ ▇▇▇▇▇ny will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ McKee Nelson LLP on the Closing Date. The certificate for the Certificates so to be Certific▇▇▇▇ ▇▇ ▇▇ ▇e delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ McKee Nelson LLP at least 24 hours prior to the Closing Date. Pursuant ▇▇▇▇▇▇▇▇ to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24February 27, 20012007, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.875001% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.792096% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.762825% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.737990% of the principal amount thereof, in the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Weil, Gotshal & Manges LLP, New York, New York York, at 10:00 A.M.a.m., New York time, on July 24Aug▇▇▇ ▇▇, 20012000, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Weil, Gotshal & Manges LLP at least 24 hours prior to the Closing Date. The Company ▇▇▇ ▇▇mpany will deliver the Certificates Residual Interest Certificate to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Weil, Gotshal & Manges LLP on the Closing Date. The certificate for the Certificates Residual Interest Certificate so to be ▇▇ ▇▇ delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Weil, Gotshal & Manges LLP at least 24 hours prior to the Closing Date. Pursuant ▇▇▇▇▇▇nt to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24August 10, 20012000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81699% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.76461% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.72558% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24April 20, 20012004, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24April 20, 20012004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81539% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77602% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.72276% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on July 24May 21, 20012003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24May 21, 20012003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.81975% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77609% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73123% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24October 25, 2001, 2006 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24October 25, 20012006, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.875004.22063% of the principal amount thereof; (ii) the Class A-2 Notes, 99.816684.54% of the principal amount thereof; (iii) the Class A-3 Notes, 99.773874.61% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.734784.69% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES"“Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24October 25, 20012005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE"“Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24October 25, 20012005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, the Class A Notes at a purchase price of, in the case of the (i) the Class A-1 Notes, 99.8750099.900000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.823960% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.787147% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.729339% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase priceprice therefor, the Class A Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Class A Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Squar▇, ▇▇▇ Yor▇, ▇ew Yor▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇ LLPvember 15, New York, New York at 10:00 A.M., New York time, on July 24, 20012000, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Class A Notes. The Global Notes will be made available for checking at the above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours ▇▇▇▇▇ ▇▇▇▇▇▇▇to ▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Class B Notes and the Certificates to the above office of Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Da▇▇. ▇▇▇ ce▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate icate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours ▇▇▇▇▇ ▇▇▇▇▇▇▇to ▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24November 15, 20012000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, 99.890000% of the principal amount thereof; (ii) Class A-2 Notes, 99.865000% of the principal amount thereof; (iii) Class A-3 Notes, 99.825000% of the principal amount thereof; (iv) Class A-4 Notes, 99.755000% of the principal amount thereof; and (v) Class B Notes, 99.650000% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 ▇▇ ▇▇:▇0 a.▇., New Y▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York time, on July 24, 2001, or at such other ▇ther time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company ▇▇▇ Seller will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so ▇▇▇▇▇▇▇cat▇▇ ▇o to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant ▇▇▇▇uant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), the parties hereto have agreed that the Closing Date will be not later than July 24October 12, 2001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the ------------------------------------ representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500_____._____ % of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668_____._____ % of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387_____._____ % of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478_____._____ % of the principal amount thereof, in the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The ------------ Depository Trust Company ("DTC") and registered in the name of Cede & Co., as --- nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP______________, New York, New York York, at 10:00 A.M.a.m., New York time, on July 24__________, 2001_______, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for ------------ DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. [The Company will deliver the Certificates Residual Interest Certificate to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP _____________ on the Closing Date. The certificate for the Certificates Residual Interest Certificate so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. .] Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24_______________, 2001______, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a an aggregate purchase price of, in the case of (i) the Class A-1 Notes, 99.875009 % of the principal amount thereof; thereof plus accrued interest from April 5, 2001 to the Closing Date (iias hereinafter defined) (the Class A-2 Notes, 99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% of the principal amount thereof"Purchase Price"), the respective principal amounts of each Class of -------------- the Notes set forth opposite the names of the Underwriters in several Purchasers on Schedule A 1 ---------- hereto. The Company shall not be obligated to deliver any Notes to be delivered, except upon payment of all of the Notes to be purchased on the Closing Date as provided herein. The Company will deliver against payment of the purchase price, Purchase Price the Notes of each Class in the form of one or more permanent global securities Notes in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust ------------ Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. --- Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Circular. Payment of the Purchase Price for the Notes shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to CSFBC drawn to the Representative order of the Company, at the offices office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ LLP, New York, New York ▇▇▇▇▇ at 10:00 9:30 A.M., (New York time), on July 24April 5, 2001, 2001 or at such other place or time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against ------------ delivery to the Indenture Trustee Trustee, as custodian for DTC DTC, of the Global Notes representing all of the Notes. The Global Notes will be made available for checking inspection at the above office of ▇▇▇▇▇▇ ▇▇▇& ▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver Notwithstanding the Certificates foregoing, any Notes sold to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 3(c) shall be ------------ issued in definitive, fully registered form and shall bear the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) legend relating thereto set forth under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than July 24, 2001, unless otherwise agreed to as described above.caption

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.875000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.819808% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.763976% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.728722% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New YorkLos Angeles, New York California, at 10:00 A.M., New York time, on July 24February 28, 2001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than July 24February 28, 2001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8750099.91000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.85317% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.80093% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.73267% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24June 26, 2001, 2008 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24June 26, 20012008, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.8166899.82463% of the principal amount thereof; (iii) the Class A-3 Notes, 99.7738799.77653% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.7347899.72727% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "GLOBAL NOTESGlobal Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, New York, New York at 10:00 A.M., New York City time, on July 24August 22, 2001, 2006 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "CLOSING DATEClosing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the parties hereto have agreed that the Closing Date will be not later than July 24August 22, 20012006, unless otherwise agreed to as described above.