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

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and

Purchase, Sale and Delivery of the Notes. Upon the execution of the applicable Terms Agreement, the Seller agrees with the Underwriters as follows: (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject Subject to the terms and conditions herein set forthforth and in the applicable Terms Agreement, the Company Seller agrees to sell and deliver the Notes to each of the Underwritersseveral Underwriters as hereinafter provided, and each Underwriter, upon the basis of the Underwritersrepresentations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, agrees to purchase at a purchase price from the Seller the respective principal amount of $[ ] per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's ’s name in Schedule I heretothe applicable Terms Agreement. The Notes are to be purchased by the Underwriters at the purchase price(s) set forth in such Terms Agreement. (b) The Company also grants to Seller understands that the Underwriters an option intend (i) to purchase, solely for the purpose make a public offering of covering over-allotments in the sale of Firm Notes, all or any portion their respective portions of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days soon after the date the Registration Statement becomes effectiveand this Agreement and the applicable Terms Agreement have become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. (c) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made to the Seller or to its order by wire transfer of same day funds at 10:00 A.M., New York City time, on the Closing Date (as hereinafter defined), or at such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Representative and the Seller may agree upon in writing. The time and date of such payment for the Notes are referred to herein as the “Closing Date.” As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City. (d) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Notes registered in the name of Cede & Co. as nominee of The Depository Trust Company and in such denominations as the Representative shall request in writing not be under any obligation to purchase any Option Notes later than two full Business Days prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments Closing Date, with any transfer taxes payable in connection with the distribution and sale transfer to the Underwriters of the Firm NotesNotes duly paid by the Seller. If such notice is given The Notes will be made available for inspection and packaging by the Representative at the office of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP not later than 1:00 P.M., New York City time, on the Business Day prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] _______ per each $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments overallotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interestabove. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and an payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments overallotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter. In either event, the date so set forth shall not be more than 10 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the amount of Option Notes specified in such notice. Option Notes shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Notes. (c) Certificates in definitive form for the Notes which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Company to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check payable in next day funds to the order of the Company, at the offices of McDo▇▇▇▇ & ▇ompany Securities, Inc. ("McDonald"), 800 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as may be agreed upon by McDonald and the Company, at 10:00 A.M., Nashville time, on the third full business day after this Agreement becomes effective, or at such other time not later than the seventh full business day thereafter as the Representatives and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Notes which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Closing Date. The certificates in definitive form for the Notes to be delivered will be in good delivery form and in such denominations and registered in such names as McDonald may request not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by you, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Notes to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. (a) On Pursuant to the basis of the representations, warranties, agreements and covenants herein contained terms and subject to the terms conditions of this Agreement and conditions in reliance upon the representations and warranties herein set forth, the Company Depositor agrees to sell to each of the UnderwritersUnderwriters on the Closing Date the Notes in the respective Note Balances listed in Annex A, and each of the Underwriters, Underwriters severally and (but not jointly, ) agrees to purchase at a purchase price from the Depositor on the Closing Date certain of $[ ] per $1,000 principal amount, the number of Firm Notes as more specifically set forth opposite the name of such Underwriter's name Underwriter in Schedule I heretoAnnex A. The Notes are to be purchased from the Underwriters at the purchase price set forth in Annex A. The Notes shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. (b) The Company also grants Depositor understands that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after this Agreement has become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. (c) As compensation for the Underwriters’ commitments, on the Closing Date, the Depositor will pay or cause to be paid in same day funds to the Underwriters an option to purchaseRepresentative, solely on behalf of the Underwriters, a commission for the purpose of covering over-allotments in the sale of Firm Noteseach Class of Notes in the amounts set forth in Annex A. (d) Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., all or any portion as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the Option records of DTC and participating members thereof. Definitive instruments evidencing the Notes at will be available only under the limited circumstances specified in the Indenture. On the Closing Date, payment of the purchase price for the Notes by the Underwriters shall be made against (i) delivery of the Notes to the Representative at the offices of the Representative and/or such other location or locations as shall be mutually acceptable to the parties hereto and (ii) payment of the commission with respect to each Class of Notes as set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part in Annex A. Delivery of the Option Notes at shall be made to the Representative for the respective accounts of the Underwriters against payment of the purchase price therefor to the order of the Depositor in same day funds by wire transfer to an account designated by the Depositor or by such other means acceptable to both the Depositor and the Representative. Payment of the commission for each Class of Notes as set forth in Annex A shall be made to the Representative, on behalf of the Underwriters purchasing the same Class of Notes, by wire transfer in same day funds. Each Underwriter has authorized the Representative, for such Underwriter’s account, to accept delivery of, and make payment of the purchase price for, the Notes which such Underwriter has agreed to purchase and to accept receipt for any time commission payable to such Underwriter hereunder. [ ], individually and not as representative of the Underwriters, may (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to obligated to) make payment of the purchase any Option Notes prior to price for the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and by any Underwriter whose funds have not been received by the date and time for delivery of and Closing Date; provided, however, that such payment for shall not relieve such Option Underwriter from its obligations hereunder. The Notes and stating that will be in the Option Notes referred to therein are to be used for form requested by the purpose of covering over-allotments Representative in connection accordance with the distribution and sale terms of the Firm Notes. Indenture. (e) If such notice is given prior to the First Closing Date Bank, the Depositor or an Underwriter determines or becomes aware that any “written communication” (as defined hereinin Rule 405 under the Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by the Depositor or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the date set forth therein circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Depositor or such Underwriter may prepare corrective information, with notice to the other party and the Representative (in the case such Underwriter is not [ ]) and such Underwriter shall deliver such information in a manner reasonably acceptable to the parties hereto, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such Person with the following: (i) adequate disclosure of the contractual arrangement under the Contract of Sale; (ii) adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination of the Contract of Sale is sought; (iii) adequate disclosure of the new information that is necessary to correct the untrue statements or omissions in the information given at the time of the original Contract of Sale; and (iv) a meaningful ability for such delivery Person to elect to terminate or not terminate the original Contract of Sale and payment shall to elect to enter into or not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery andenter into a new Contract of Sale.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwritersseveral Underwriters named in Schedule A hereto, and each of the Underwriterssuch Underwriter agrees, severally and not jointly, agrees to purchase from the Company at a the initial purchase price of $[ ] per $1,000 set forth in Schedule B hereto the principal amount, the number amount of Firm Notes set forth opposite the name of such Underwriter's name Underwriter in Schedule I heretoA. The closing of the transactions and delivery of the documents contemplated hereby shall take place at the office, date and time specified in Schedule B. The Firm Notes will be delivered by the Company to you for the accounts of the several Underwriters through the facilities of The Depository Trust Company against payment of the purchase price therefor by wire transfer in federal (same day) funds at the closing date and time specified on Schedule B (or, if the New York and American Stock Exchanges and commercial banks in The City of New York are not open on such day, the next day on which such exchanges and banks are open), or at such other time not later than eight full business days thereafter as you and the Company determine, such time being herein referred to as the “Closing Date.” It is understood that you, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter or Underwriters, for the Firm Notes to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) The Subject to all the terms and conditions of this Agreement, the Company also grants the Option to the several Underwriters an option to purchase, solely severally and not jointly, up to $0 aggregate principal amount of Option Notes from the Company at the same price per Note as the Underwriters shall pay for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby Option may be exercised as to all in whole or any in part of the Option Notes at any time (but only not more than once) within 30 days after on or before the date thirtieth calendar day following the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Closing Date, upon written or telegraphic notice (the “Option Notes prior to the exercise of such option. The option granted hereby may be exercised Notice”) by the Underwriters by the Representatives giving written notice Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Notes Notice (the “Option Closing Date”) setting forth the amount aggregate number of Option Notes to be purchased and the time and date and time for delivery of and payment for such Option Notes and stating that purchase. On the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date Company will issue and sell to the Underwriters the number of Option Notes set forth therein in the Option Notes Notice, and each Underwriter will purchase such percentage of the Option Notes as is equal to the percentage of Firm Notes that the Underwriter is purchasing. Payment of the purchase price for such delivery andthe Option Notes shall be made on the Option Closing Date in the same manner and at the same time of day as the payment for the Firm Notes (unless another time shall be agreed to by you and the Company).

Purchase, Sale and Delivery of the Notes. (a) On Pursuant to the basis of the representations, warranties, agreements and covenants herein contained terms and subject to the terms conditions of this Agreement and conditions in reliance upon the representations and warranties herein set forth, the Company Depositor agrees to sell to each of the UnderwritersUnderwriters on the Closing Date the Notes in the respective Note Balances listed in Annex A, and each of the Underwriters, Underwriters severally and (but not jointly, ) agrees to purchase at a purchase price from the Depositor on the Closing Date certain of $[ ] per $1,000 principal amount, the number of Firm Notes as more specifically set forth opposite the name of such Underwriter's name Underwriter in Schedule I heretoAnnex A. The Notes are to be purchased from the Underwriters at the purchase price set forth in Annex A. The Notes shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. (b) The Company also grants Depositor understands that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after this Agreement has become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. (c) As compensation for the Underwriters’ commitments, on the Closing Date, the Depositor will pay or cause to be paid in same day funds to the Underwriters an option to purchaseRepresentative, solely on behalf of the Underwriters, a commission for the purpose of covering over-allotments in the sale of Firm Noteseach Class of Notes in the amounts set forth in Annex A. (d) Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., all or any portion as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the Option records of DTC and participating members thereof. Definitive instruments evidencing the Notes at will be available only under the limited circumstances specified in the Indenture. On the Closing Date, payment of the purchase price for the Notes by the Underwriters shall be made against (i) delivery of the Notes to the Representative at the offices of the Representative and/or such other location or locations as shall be mutually acceptable to the parties hereto and (ii) payment of the commission with respect to each Class of Notes as set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part in Annex A. Delivery of the Option Notes at shall be made to the Representative for the respective accounts of the Underwriters against payment of the purchase price therefor to the order of the Depositor in same day funds by wire transfer to an account designated by the Depositor or by such other means acceptable to both the Depositor and the Representative. Payment of the commission for each Class of Notes as set forth in Annex A shall be made to the Representative, on behalf of the Underwriters purchasing the same Class of Notes, by wire transfer in same day funds. Each Underwriter has authorized the Representative, for such Underwriter’s account, to accept delivery of, and make payment of the purchase price for, the Notes which such Underwriter has agreed to purchase and to accept receipt for any time commission payable to such Underwriter hereunder. BAS, individually and not as representative of the Underwriters, may (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to obligated to) make payment of the purchase any Option Notes prior to price for the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and by any Underwriter whose funds have not been received by the date and time for delivery of and payment for Closing Date; provided, however, that such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not relieve such Underwriter from its obligations hereunder. The Notes will be earlier than two full business days thereafter or in the First Closing Date, whichever occurs later. If such notice is given on or after form requested by the First Closing Date, Representative in accordance with the date set forth therein for such delivery andterms of the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the Company, at a purchase price 100% of $[ ] per $1,000 their principal amountamount plus accrued interest, if any, from July 26, 2005, the number aggregate principal amount of the Firm Notes set forth opposite such Underwriter's name in on Schedule I 1 hereto. (b) The Company also grants In addition, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchase, solely the Initial Purchaser to purchase up to $7,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchaser for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option granted hereby hereunder may be exercised at any time, on or before the thirtieth day following the date of the Offering Memorandum (the "Option Exercise Period") upon written notice by the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchaser is exercising the option, and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date and, in such case, the term "Closing Date" shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date." The Additional Closing Date shall be determined by the Initial Purchaser but, unless it is the Closing Date, shall be no earlier than three and no later than eight full business days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to Initial Purchaser exercises the exercise of such option. The Initial Purchaser may cancel the option granted hereby at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Delivery of and payment for the Firm Notes shall be made at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, 25th Floor, New York, New York, 10017, at 9:00 a.m., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ other date as the Initial Purchaser and the Company may agree upon, such time and date being herein referred to as the "Closing Date." The Firm Notes shall be exercised delivered on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing to the Initial Purchaser by the Underwriters Company. If requested by the Representatives giving written Initial Purchaser, one or more global securities representing the Firm Notes shall be registered by the Trustee in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and credited to such accounts as the Initial Purchaser shall request, upon notice to the Company setting forth at least 48 hours prior to the amount of Option Notes Closing Date. (d) Delivery to be purchased and the date and time for delivery Initial Purchaser of and payment for such Option the Optional Notes shall be made on the Additional Closing Date in the same manner and stating that in the Option Notes referred to therein are to be used same office as payment for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of 96.75% of the principal amount thereof (the “Purchase Price”), the principal amount of Firm Notes set forth opposite such Underwriter’s name on Schedule I hereto, subject to adjustments in accordance with Section 11 hereof. (b) The Notes to be purchased by the Underwriters hereunder will be represented by one or more definitive global notes in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company in New York or its designated custodian (“DTC”). The Company will deliver the Notes to you for your account, against payment by or on behalf of you of the Purchase Price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to you at least forty-eight hours in advance, by causing DTC to credit the Notes to your account at DTC. The Company will cause the Firm Notes to be made available to you for checking at least twenty-four hours prior to the Firm Notes Closing Date (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Notes, 10:00 a.m., New York City time, on March 18, 2008 or such other time and date as the Representative and the Company may agree upon in writing (the “Firm Notes Closing Date”). (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also hereby grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in several Underwriters to purchase the sale of Firm Notes, all or any portion of the Option Optional Notes at the purchase price set forth above plus accrued interestPurchase Price. The option granted hereby may be exercised as to all in whole or any in part of the Option Notes by giving written notice (i) at any time before the Firm Notes Closing Date and (but ii) only once) once thereafter within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised this Agreement, by the Underwriters by the Representatives giving written notice Representative to the Company setting forth the principal amount of Option Optional Notes as to be purchased which the several Underwriters are exercising the option and the time and date and time for delivery of and payment for at which such Option Notes and stating that the Option Notes referred to therein certificates are to be used delivered. The time and date at which certificates for Optional Notes are to be delivered shall be determined by the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment Representative but shall not be earlier than two three nor later than 10 full business days thereafter or Business Days after the First exercise of such option, nor in any event prior to the Firm Notes Closing Date (such time and date being herein referred to as the “Optional Notes Closing Date, whichever occurs later”). If such notice the date of exercise of the option is given on three or after more days before the First Firm Notes Closing Date, the date notice of exercise shall set forth therein the Firm Notes Closing Date as the Optional Notes Closing Date. The principal amount of Optional Notes to be purchased by each Underwriter shall be in the same proportion to the total principal amount of Optional Notes being purchased as the principal amount of Firm Notes being purchased by such Underwriter bears to the total principal amount of Firm Notes, adjusted by you in such manner as to avoid principal amounts of less than $1,000. The option with respect to the Optional Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for such delivery andthe Optional Notes shall be made on the Optional Notes Closing Date in Federal (same day funds) through the facilities of DTC, New

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company, the Notes at a purchase price of $[ ] per $1,000 94% of the principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I heretoamount thereof. (b) The Company also grants will deliver the Notes to the Underwriters an option to purchaseUnderwriter, solely for against payment by the purpose Underwriter of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby therefore in immediately available funds by wire transfer to an account designated by the Company at such time and date as may be exercised as to all or any part agreed upon by the Company and the Underwriter (the "First Closing Date"). Delivery of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior documents required by Paragraph 7 hereof with respect to the exercise of Notes shall be made at such option. The option granted hereby time, date and location as may be exercised agreed upon by the Underwriters by Company and the Representatives giving Underwriter. (c) Upon written notice from the Underwriter given to the Company setting forth the amount of Option Notes from time to be purchased and time not more than 45 days subsequent to the date and time for delivery of and payment for such Option Notes and stating that this Agreement, the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale Underwriter may purchase all or less than all of the Firm Notes. If such notice is given prior to Optional Notes at a purchase price of 94% of the First Closing Date (as defined herein)principal amount thereof, the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or plus accrued interest from the First Closing Date, whichever occurs later. If The Company agrees to sell to the Underwriter the principal amount of Optional Notes specified in such notice is given on and the Underwriter agrees to purchase such Optional Notes. The right to purchase the Optional Notes or after any portion thereof may be exercised from time to time and to the First extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriter to the Company. The delivery time of and payment for, the Optional Notes (each an "Optional Closing Date"), shall be determined by the Underwriter, but shall not be later than three full business days after written notice of election to purchase Optional Notes is given. Delivery of the documents required by Paragraph 7 hereof with respect to the Optional Notes shall be made at such time, date set forth therein and location as may be agreed upon by the Company and the Underwriter. (d) Delivery of the Notes on a Closing Date will be in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC"). One or more notes in definitive global form, registered in the name of DTC, or its nominee, having an amount corresponding to the principal amount of the Notes (the "Global Note") shall be made available to the Underwriter for inspection not later than 9:30 a.m. on the business day immediately preceding such delivery andClosing Date. The Company will cause the Trustee to deposit as original issue the Global Note pursuant to the Full Fast Delivery Program of DTC.

Purchase, Sale and Delivery of the Notes. (a) On Pursuant to the basis of the representations, warranties, agreements and covenants herein contained terms and subject to the terms conditions of this Agreement and conditions in reliance upon the representations and warranties herein set forth, the Company Depositor agrees to sell to each of the UnderwritersUnderwriters on the Closing Date the Notes in the respective Note Balances listed in Annex A, and each of the Underwriters, Underwriters severally and (but not jointly, ) agrees to purchase at a purchase price from the Depositor on the Closing Date certain of $[ ] per $1,000 principal amount, the number of Firm Notes as more specifically set forth opposite the name of such Underwriter's name Underwriter in Schedule I heretoAnnex A. The Notes are to be purchased from the Underwriters at the purchase price set forth in Annex A. The Notes shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. (b) The Company also grants Depositor understands that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after this Agreement has become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. (c) As compensation for the Underwriters’ commitments, on the Closing Date, the Depositor will pay or cause to be paid in same day funds to the Underwriters an option to purchaseRepresentative, solely on behalf of the Underwriters, a commission for the purpose of covering over-allotments in the sale of Firm Noteseach Class of Notes in the amounts set forth in Annex A. (d) Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., all or any portion as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the Option records of DTC and participating members thereof. Definitive instruments evidencing the Notes at will be available only under the limited circumstances specified in the Indenture. On the Closing Date, payment of the purchase price for the Notes by the Underwriters shall be made against (i) delivery of the Notes to the Representative at the offices of the Representative and/or such other location or locations as shall be mutually acceptable to the parties hereto and (ii) payment of the commission with respect to each Class of Notes as set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part in Annex A. Delivery of the Option Notes at shall be made to the Representative for the respective accounts of the Underwriters against payment of the purchase price therefor to the order of the Depositor in same day funds by wire transfer to an account designated by the Depositor or by such other means acceptable to both the Depositor and the Representative. Payment of the commission for each Class of Notes as set forth in Annex A shall be made to the Representative, on behalf of the Underwriters purchasing the same Class of Notes, by wire transfer in same day funds. Each Underwriter has authorized the Representative, for such Underwriter’s account, to accept delivery of, and make payment of the purchase price for, the Notes which such Underwriter has agreed to purchase and to accept receipt for any time commission payable to such Underwriter hereunder. BAS, individually and not as representative of the Underwriters, may (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to obligated to) make payment of the purchase any Option Notes prior to price for the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and by any Underwriter whose funds have not been received by the date and time for delivery of and Closing Date; provided, however, that such payment for shall not relieve such Option Underwriter from its obligations hereunder. The Notes and stating that will be in the Option Notes referred to therein are to be used for form requested by the purpose of covering over-allotments Representative in connection accordance with the distribution and sale terms of the Firm Notes. Indenture. (e) If such notice is given prior to the First Closing Date Bank, the Depositor or an Underwriter determines or becomes aware that any “written communication” (as defined hereinin Rule 405 under the Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by the Depositor or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the date set forth therein circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Depositor or such Underwriter may prepare corrective information, with notice to the other party and the Representative (in the case such Underwriter is not BAS) and such Underwriter shall deliver such information in a manner reasonably acceptable to the parties hereto, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such Person with the following: (i) adequate disclosure of the contractual arrangement under the Contract of Sale; (ii) adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination of the Contract of Sale is sought; (iii) adequate disclosure of the new information that is necessary to correct the untrue statements or omissions in the information given at the time of the original Contract of Sale; and (iv) a meaningful ability for such delivery Person to elect to terminate or not terminate the original Contract of Sale and payment shall to elect to enter into or not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery andenter into a new Contract of Sale.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] 960 per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date of the Registration Statement becomes effectiveFinal Prospectus. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the amount of Option Notes specified in such notice. Option Notes shall be purchased for the accounts of the Underwriters in proportion to the amount of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Notes. (c) Certificates in definitive form for the Firm Notes which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Company to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check payable in next day funds to the order of the Company at the offices of Sonn▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇ose▇▇▇▇▇, ▇▇00 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as may be agreed upon by J.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the Company, at a purchase price 97.0% of $[ ] per $1,000 their principal amount, the number respective aggregate principal amount of the Firm Notes set forth opposite such Underwriter's name in on Schedule I 1 hereto. (b) The Company also grants In addition, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchasethe Initial Purchaser, solely to purchase up to $20,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchaser for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date (as hereinafter defined) to the Additional Closing Date (as hereinafter defined). The option granted hereby hereunder may be exercised at any time, on or before the thirtieth day following the date of the Offering Memorandum upon written notice by the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchaser is exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as hereinafter defined) and in such case, the term “Closing Date” shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the “Additional Closing Date.” The Additional Closing Date must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchaser exercises the option, with the actual date determined by the Initial Purchaser. The Underwriters shall not be under Initial Purchaser may cancel the option at any obligation to purchase any Option Notes time prior to the exercise its expiration by giving written notice of such option. cancellation to the Company. (c) Delivery of and payment for the Firm Notes shall be made at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., New York time, on February 17, 2004, or at such other date as the Initial Purchaser and the Company may agree upon, such time and date being herein referred to as the “Closing Date.” The option granted hereby may Firm Notes shall be exercised delivered on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing to the Initial Purchaser by the Underwriters Company. One or more global securities representing the Firm Notes shall be registered by the Representatives giving written Trustee in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”), credited to the accounts of such of its participants as the Initial Purchaser shall request, upon notice to the Company setting forth at least 48 hours prior to the amount of Option Notes Closing Date. (d) Delivery to be purchased and the date and time for delivery Initial Purchaser of and payment for such Option the Optional Notes shall be made on the Additional Closing Date in the same manner and stating that in the Option Notes referred to therein are to be used same office and at the same time of day as payment for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, subject to Section 17 hereof, severally and not jointly, agrees agree to purchase from the Company, at a purchase price 97.375% of $[ ] per $1,000 their principal amount, the number respective aggregate principal amounts of the Firm Notes set forth opposite such Underwriter's name in on Schedule I 1 hereto. (b) The Company also grants In addition, on the basis of the representations, warranties, agreements and covenants herein contained, but subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers, to purchase, solely subject to Section 17 hereof, up to $40,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option granted hereby hereunder may be exercised at any time, on or before the 30th day following the date of the Offering Memorandum upon written notice by the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3(c) below) and in such case, the term "Closing Date" shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchasers exercise the option, with the actual date determined by the Initial Purchasers. The Underwriters shall not be under Bear, Stearns & Co. Inc. may cancel the option at any obligation to purchase any Option Notes time prior to the exercise of such option. The option granted hereby may be exercised ▇▇▇ ▇▇piration by the Underwriters by the Representatives giving written notice of such cancellation to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery andCompany.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Initial Purchaser and the Initial Purchaser agrees to purchase from the Company at the price set forth on Schedule II the aggregate principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule I hereof plus accrued interest if any, subject to adjustments in accordance with Section 8 hereof. (b) Payment for the Firm Notes to be sold hereunder is to be made in same day funds via wire transfer to the order of the Company for the Notes to be sold by it against delivery of certificates therefor to the Initial Purchaser. Such delivery is to be made at the offices of ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, at 9:00 a.m., EST time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Upon delivery, the Notes shall be credited in such names and in such denominations as the Initial Purchaser shall have requested in writing at least two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Notes available for inspection by the Initial Purchaser at least 24 hours prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also hereby grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, Initial Purchaser to purchase any or all or any portion of the Option Notes at the purchase price set forth above plus accrued intereston Schedule II hereto. The option granted hereby may be exercised as to all in whole or any in part of the Option Notes by giving written notice (i) at any time before the Closing Date and (but only onceii) up to three (3) times thereafter within 30 days after the date of this Agreement, by you, as the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice Initial Purchaser, to the Company setting forth the aggregate principal amount of Option Notes as to which the Initial Purchaser is exercising the option, the names and date at which such Option Notes are to be delivered. The time and date at which certificates for Option Notes are to be delivered shall be determined by the Initial Purchaser but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The aggregate principal amount of Option Notes to be purchased and by the date and Initial Purchaser shall be in the same proportion to the total aggregate principal amount of Option Notes being purchased as the aggregate principal amount of Firm Notes being purchased by such Initial Purchaser bears to the total aggregate principal amount of Firm Notes. You, as the Initial Purchaser, may cancel such option at any time for delivery prior to its expiration by giving written notice of and such cancellation to the Company. To the extent, if any, that the option is exercised, payment for such Option Notes and stating that the Option Notes referred shall be made on the Option Closing Date in same day funds via wire transfer to therein are to be used the order of the Company for the purpose Option Notes against delivery of covering over-allotments in connection with the distribution Notes therefor. (d) The Initial Purchaser represents and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein)warrants to, and agrees with, the date set forth therein for such delivery Company that it is a "qualified institutional buyer" within the meaning of Rule 144A (a "QIB") and payment shall not be earlier than two full business days thereafter or an "accredited investor" within the First Closing Date, whichever occurs later. If such notice is given on or after meaning of Rule 501(a) under the First Closing Date, the date set forth therein for such delivery andSecurities Act.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees agree to purchase from the Company, the principal amount of the Notes set forth opposite their respective names in Schedule II hereto at a purchase price equal to 97.25% of $[ ] per $1,000 such principal amount. Payment of the purchase price for, and delivery of, the number Notes will be made at the offices of Firm Notes set forth opposite Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 9:30 a.m. (New York City time) on May 4, 1998, unless postponed in accordance with Section 9 hereof, or such Underwriter's name other time and date as may be mutually agreed in Schedule I hereto. writing between you and the Company (b) the time and date of such payment and delivery being herein called the "CLOSING DATE"). The Company also grants to the Underwriters Initial Purchasers an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm NotesSecurities, if any, all or any portion of the Option Notes Optional Securities at the purchase price set forth above plus accrued interestabove. The option granted hereby may be exercised as to all or any part of the Option Notes Optional Securities at any time (but only once) within 30 days after the date of the Registration Statement becomes effectiveOffering Memorandum. The Underwriters Initial Purchasers shall not be under any obligation to purchase any Option Notes Optional Securities prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives Representative giving written notice to the Company setting forth the amount number of Option Notes Optional Securities to be purchased and the date and time for delivery of and payment for such Option Notes Optional Securities and stating that the Option Notes Optional Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm NotesSecurities. If such notice is given prior to the First Closing Date (as defined herein)Date, the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "OPTION CLOSING DATE." Upon exercise of the option, the Company shall become obligated to sell to the Initial Purchasers, and, subject to the terms and conditions herein set forth, the Initial Purchasers shall become obligated to purchase, for the account of each Initial Purchaser, from the Company, severally and not jointly, the number of Optional Securities specified in such notice. Optional Securities shall be purchased for the accounts of the Initial Purchasers in proportion to the number of Firm Securities set forth opposite such Initial Purchaser's name in Schedule II hereto, except that the respective purchase obligations of each Initial Purchaser shall be adjusted so that no Initial Purchaser shall be obligated to purchase fractional Optional Securities. At or prior to the Closing Date and any Option Closing Date hereunder, the Company shall execute and deliver for authentication the Notes to be purchased and sold on such date and shall deposit such Notes with The Depositary Trust Company ("DTC") for the account or accounts of participants in DTC (including Euroclear and CEDEL, as the case may be) purchasing beneficial interests in one or more certificates in global or definitive form in such denominations and registered in such names as the Initial Purchasers request upon notice to the Company at least two business days prior to such date. Against delivery of the Notes to DTC for the respective accounts of the Initial Purchasers, the Initial Purchasers shall pay or cause to be paid to the Company the purchase price for such Notes by wire transfer in same day funds, payable to the order of the Company. Certificates evidencing the Notes shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date, or if not so requested, in the name of Cede & Co. as nominee for DTC. The Company will permit you to inspect such certificates at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least one full business day prior to the Closing Date and any Option Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the Underwriters, severally and not jointly, Initial Purchasers agrees to purchase from the Company, at a purchase price equal to 96.00% of $[ ] per $1,000 their principal amount, the number respective aggregate principal amount of the Firm Notes set forth opposite such Underwriter's name in on Schedule I II hereto. (b) The Company also grants In addition, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchasethe Initial Purchasers, solely to purchase up to $10,500,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date (as hereinafter defined) to the Additional Closing Date (as hereinafter defined). The option granted hereby hereunder may be exercised at any time, on or before the thirtieth day following the date of the Offering Memorandum upon written notice by the Initial Purchasers to the Company, provided that such option may be exercised up to two times. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as hereinafter defined) and in such case, the term “Closing Date” shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the “Additional Closing Date.” The Additional Closing Date shall not be earlier than the second business day after the date on which the option shall have been exercised and must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchasers exercise the option, with the actual date determined by the Initial Purchasers. The Underwriters shall not Initial Purchasers may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If any Optional Notes are to be under any obligation purchased, each Initial Purchaser agrees to purchase any Option from the Company the principal amount of Optional Notes prior that bears the same proportion to the exercise total principal amount of Optional Notes to be purchased as the total principal amount of Firm Notes. (c) Delivery of and payment for the Firm Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California 94025, at 10:00 a.m., New York time, on March 5, 2019, or at such other date as the Initial Purchasers and the Company may agree upon, such time and date being herein referred to as the “Closing Date.” The Firm Notes shall be delivered on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing to the Initial Purchasers by the Company. One or more global securities representing the Firm Notes shall be registered by the Trustee in the name of Cede & Co., the nominee of The Depository Trust Company, credited to the accounts of such option. The option granted hereby may be exercised by of its participants as the Underwriters by the Representatives giving written Initial Purchasers shall request, upon notice to the Company setting forth at least forty-eight hours prior to the amount of Option Notes Closing Date. (d) Delivery to be purchased and the date and time for delivery Initial Purchasers of and payment for such Option the Optional Notes shall be made on the Additional Closing Date in the same manner and stating that in the Option Notes referred to therein are to be used same office and at the same time of day as payment for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the UnderwritersCompany and the Guarantors agrees to issue and sell to the Initial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the Company and the Guarantors the entire principal amount of the Notes at a purchase price of $[ ] per $1,000 99.12% of the principal amount, the number of Firm Notes set forth opposite such Underwriter's name amount thereof. Certificates in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely definitive form for the purpose of covering over-allotments in Notes that the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation Initial Purchaser have agreed to purchase any Option Notes prior to hereunder, and in such denomination or denominations and registered in such name or names as the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written Initial Purchaser request upon notice to the Company setting forth at least two business days prior to the amount Closing Date, shall be delivered by or on behalf of Option Notes to be purchased the Company and the date and time Guarantors to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer of same day or immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The Company agrees to reimburse the Initial Purchaser for the cost of obtaining such same day or immediately available funds. The Company has requested that due to certain circumstances beyond its control that the delivery of and payment for the Notes be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., New York time, on June 23, 1997, or at such Option Notes other place, time or date as the Initial Purchaser and stating that the Option Notes Company may agree upon, such time and date of delivery against payment being herein referred to therein are to be used for as the purpose "Closing Date." Upon completion of covering over-allotments in connection with such delivery and payment the distribution offer and sale of the Firm NotesNotes to the Initial Purchaser will be declared completed (the "Closing"). If The Company and the Guarantors will make such notice is given certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York at least one business day prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwritersseveral Underwriters named in Schedule A hereto, and each of the Underwriterssuch Underwriter agrees, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amount, from the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interestin Schedule B hereto the principal amount of Notes set forth opposite the name of such Underwriter in Schedule A. In connection with any resale of Notes purchased, an Underwriter may use a selling or dealer group and may reallow any portion of the discount or commission payable pursuant hereto to dealers or purchasers. The option granted hereby may be exercised as to all or any part closing of the Option transactions and delivery of the documents contemplated hereby shall take place at the office, date and time specified in Schedule B. The Notes will be delivered by the Company to you for the accounts of the several Underwriters through the facilities of The Depository Trust Company against payment of the purchase price therefor by wire transfer in federal (same day) funds at any the closing date and time specified in Schedule B (or, if the New York Stock Exchange and commercial banks in The City of New York are not open on such day, the next day on which such exchange and banks are open), or at such other time not later than eight full business days thereafter as you and the Company determine, such time being herein referred to as the “Closing Date.” It is understood that you, individually and not as Representatives of the Underwriters, may (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior obligated to) make payment to the exercise Company, on behalf of such option. The option granted hereby may be exercised by any Underwriter or Underwriters, for the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and by such Underwriter or Underwriters. Any such payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment by you shall not be earlier than two full business days thereafter relieve any such Underwriter or the First Closing Date, whichever occurs later. If such notice is given on Underwriters of any of its or after the First Closing Date, the date set forth therein for such delivery andtheir obligations hereunder.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, Underwriters and each of the UnderwritersUnderwriter agrees, severally and not jointly, agrees to purchase purchase, at a purchase the price of $[ ] per $1,000 principal amountto be paid by the Underwriters set forth on Schedule II hereto, the number aggregate principal amount of Firm Notes set forth opposite such Underwriter's the name in of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) The Company also grants Payment for the Firm Notes to be sold hereunder is to be made in federal (same day) funds against delivery of the Firm Notes therefor to the Underwriters Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date”. The Firm Notes will be delivered in $25 denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of several Underwriters to purchase the Option Notes at the purchase same price set forth above plus to be paid for the Firm Notes (without giving effect to any accrued interestinterest from the Closing Date to the Option Closing Date). The option granted hereby may be exercised as in whole or in part only to all or any part of the Option Notes cover overallotments by giving written notice (i) at any time before the Closing Date and (but only onceii) at any time, from time to time, thereafter within 30 days after the date of this Agreement, by you, as Representatives of the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice several Underwriters, to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The aggregate principal amount of Option Notes to be purchased and by each Underwriter shall be in the date and same proportion to the aggregate principal amount of Option Notes being purchased as the aggregate principal amount of Firm Notes being purchased by such Underwriter bears to the aggregate principal amount of Firm Notes, adjusted by you in such manner as to be only in multiples of $25. You, as Representatives of the several Underwriters, may cancel such option at any time for delivery prior to its expiration by giving written notice of and such cancellation to the Company. To the extent, if any, that the option is exercised, payment for such Option Notes and stating that the Option Notes referred shall be made on the Option Closing Date in federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale order of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery andCompany.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the Company, at a purchase price 97.00% of $[ ] per $1,000 their principal amount, $60,000,000 in aggregate principal amounts of the number of Firm Notes set forth opposite such Underwriter's name in Schedule I heretoNotes. (b) The Company also grants In addition, on the basis of the representations, warranties and agreements herein contained and subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchasethe Initial Purchaser, solely to purchase up to $10,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchaser for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option granted hereby hereunder may be exercised at any one time on or before the thirtieth day following the date of the Offering Memorandum upon notice by the Initial Purchaser to the Company. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchaser is exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date and, in such case, the term “Closing Date” shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is referred to as the “Additional Closing Date.” The Additional Closing Date must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchaser exercises the option, with the actual date determined by the Initial Purchaser. The Underwriters shall not be under Initial Purchaser may cancel the option at any obligation time prior to its expiration by giving written notice of such cancellation to the Company. (c) One or more certificates in definitive form for the Firm Notes that the Initial Purchaser has agreed to purchase any Option Notes prior to hereunder, and in such denomination or denominations and registered in such name or names as the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written Initial Purchaser requests upon notice to the Company setting forth at least 48 hours prior to the amount Closing Date, shall be delivered by or on behalf of Option Notes the Company, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer of immediately available funds to be purchased and the date and time for account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., New York time, on May 11, 2004, or at such Option Notes date as the Initial Purchaser and stating that the Option Notes Company may agree upon, such time and date of delivery against payment being herein referred to therein are to be used as the “Closing Date.” The Company will make such certificate or certificates for the purpose Notes available for inspection by the Initial Purchaser at the offices in New York, New York of covering over-allotments in connection ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. (d) Delivery to the Initial Purchaser of and payment for the Optional Notes shall be made on the Closing Date if the Optional Notes are delivered simultaneously with the distribution Firm Notes or otherwise on the Additional Closing Date in the same manner and sale in the same office and at the same time of day as payment for the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] ___ per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date of the Registration Statement becomes effectiveFinal Prospectus. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the amount of Option Notes specified in such notice. Option Notes shall be purchased for the accounts of the Underwriters in proportion to the amount of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Notes. (c) Certificates in definitive form for the Firm Notes which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Company to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check payable in next day funds to the order of the Company at the offices of J.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase at a purchase price of $[ ] per $1,000 principal amountfrom the Company, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion at 96.5% of their principal amount. In addition, the Option Notes at Initial Purchaser may, upon written notice (the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as "Notice") given to all or any part of the Option Notes Company at any time (but only not more than once) within 30 days after on or before the forty-fifth (45th) day subsequent to the date of this Agreement, purchase all or less than all of the Registration Statement becomes effectiveOptional Securities at the purchase price of the Notes plus imputed interest from the Closing Date to the related Additional Closing Date at the rate per annum equal to the interest rate borne by the Notes. The Underwriters shall not be under any obligation Company agrees to sell to the Initial Purchaser the aggregate principal amount of Optional Notes specified in the Notice and the Initial Purchaser agrees to purchase any Option such Optional Notes. No Optional Notes prior shall be sold or delivered unless the Firm Notes previously have been, or simultaneously are, sold and delivered. Within forty-five (45) days subsequent to the exercise date of such option. The option granted hereby this Agreement, the right to purchase the Optional Notes may be exercised surrendered and terminated at any time upon notice by the Underwriters by Initial Purchaser to the Representatives giving written Company. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company setting forth at least 48 hours prior to the amount Closing Date or the Additional Closing Date, as the case may be, shall be delivered by or on behalf of Option Notes the Company, against payment by or on behalf of the Initial Purchaser, of the purchase price therefore by wire transfer of immediately available funds to be purchased and the date and time for account of the Company previously designated by it in writing. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, wi▇▇ ▇▇▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇ No▇▇▇, ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ch 18, 2003, or at such Option Notes date as the Initial Purchaser and stating that the Option Notes Company may agree upon, such time and date of delivery against payment being herein referred to therein are to be used for as the purpose of covering over-allotments in connection "Closing Date," and with the distribution and sale of the Firm Notes. If such notice is given prior respect to the First Optional Notes, such time and date as is set forth in the Notice which may be the same time and date as the Closing Date (as defined herein), the date set forth therein for such delivery and payment but shall not be earlier than two the Closing Date nor later than the tenth full business day after the date of the Notice, such time and date of delivery against payment being herein referred to as the "Additional Closing Date." Any such notice shall be given at least two business days thereafter prior to the time and date of delivery specified therein. The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices in New York, New York of CIBC World Markets Corp. at least 24 hours prior to the Closing Date or the First Additional Closing Date, whichever occurs later. If such notice is given on or after as the First Closing Date, the date set forth therein for such delivery andcase may be.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each the Underwriters, acting severally and not jointly, agree to purchase the Initial Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 96.75% of their principal amount. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the Underwritersrepresentations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amountfrom the Company, ratably in accordance with the number of Firm Initial Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose be purchased by each of covering over-allotments in the sale of Firm Notesthem, all or any a portion of the Option Notes Additional Notes, at the same purchase price set forth above plus accrued interestper Note to be paid by the Underwriters to the Company for the Initial Notes. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Additional Notes prior to the exercise of such option. The option granted hereby may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by the Representatives giving written notice to the Company setting Company. Such notice shall set forth the amount aggregate number of Option Additional Notes as to be purchased which such option is being exercised and the date and time when the Additional Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “Closing Date” (as defined below) nor earlier than the second business day after the date on which such option shall have been exercised nor later than the tenth business day after the date on which such option shall have been exercised. The number of Additional Notes to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Notes being purchased as the number of Initial Notes set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Initial Notes (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. One or more certificates in definitive form or global form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Initial Notes or the Additional Notes, as the case may be, shall be made at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on August 8, 2014, or at such Option Notes other place, time or date as the Underwriters, on the one hand, and stating that the Option Notes Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to therein are to be used as the “Closing Date”. The Company will make such certificate or certificates for the purpose Notes available for checking and packaging by the Underwriters at the offices of covering over-allotments Deutsche Bank Securities Inc. in connection with the distribution and sale of the Firm Notes. If New York, New York, or at such notice is given other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If Payment of the purchase price for the Additional Notes shall be made at the additional time of purchase in the same manner and at the same office and time of day as the payment for the Initial Notes. Electronic transfer of the Additional Notes shall be made to the Underwriters additional time of purchase in such notice is given on or after names and in such denominations as the First Closing Date, the date set forth therein for such delivery andUnderwriters shall specify.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchaser, and each of the Underwriters, severally and not jointly, Initial Purchaser agrees to purchase from the Company, at a purchase price 96.25% of $[ ] per $1,000 their principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I heretoNotes. (b) The Company also grants In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchasethe Initial Purchaser, solely to purchase up to $15,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchaser for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as hereinafter defined). The option granted hereby hereunder may be exercised at any time, on or before the thirtieth day following the date of the Offering Memorandum upon notice by the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchaser is exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3(c) below) and in such case, the term "Closing Date" shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchaser exercises the option, with the actual date determined by the Initial Purchaser. The Underwriters shall not be under Initial Purchaser may cancel the option at any obligation to purchase any Option Notes time prior to the exercise of such option. The option granted hereby may be exercised its expiration by the Underwriters by the Representatives giving written notice of such cancellation to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery andCompany.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees agree to purchase from the Company, at a purchase price 97% of $[ ] per $1,000 their principal amount, the number respective aggregate principal amounts of the Firm Notes set forth opposite such Underwriter's name in on Schedule I 1 hereto. (b) The Company also grants In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchasethe Initial Purchasers, solely to purchase up to $25,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as hereinafter defined). The option granted hereby hereunder may be exercised at any time, on or before the thirteenth day following the date of the Offering Memorandum upon notice by the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3 below) and in such case, the term "Closing Date" shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchasers exercise the option, with the actual date determined by the Initial Purchasers, nor in any event later than twelve days following the initial Closing Date. The Underwriters shall not be under Initial Purchasers may cancel the option at any obligation time prior to its expiration by giving written notice of such cancellation to the Company. (c) One or more certificates in definitive form for the Firm Notes that the Initial Purchasers have agreed to purchase any Option Notes prior to hereunder, and in such denomination or denominations and registered in such name or names as the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written Initial Purchasers request upon notice to the Company setting forth at least 48 hours prior to the amount Closing Date, shall be delivered by or on behalf of Option Notes the Company, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds to be purchased and the date and time for account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., New York time, on December 7, 2004, or at such Option Notes date as the Initial Purchasers and stating that the Option Notes Company may agree upon, such time and date of delivery against payment being herein referred to therein are to be used as the "Closing Date." The Company will make such certificate or certificates for the purpose Notes available for inspection by the Initial Purchasers at the offices in Menlo Park, California of covering over-allotments ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. (d) Delivery to the Initial Purchasers of and payment for the Optional Notes shall be made on the Additional Closing Date in connection with the distribution same manner and sale in the same office and at the same time of days as payment for the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the UnderwritersCompany and the Guarantors agrees to issue and sell to the Initial Purchasers, and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees agree to purchase from the Company and the Guarantors, at a purchase price 100% of $[ ] per $1,000 their principal amount, the number respective aggregate principal amounts of the Firm Notes set forth opposite such Underwriter's name in on Schedule I 1 hereto. (b) The Company also grants In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Company hereby grants an option to purchasethe Initial Purchasers, solely to purchase up to $15,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as hereinafter defined). The option granted hereby hereunder may be exercised at any time, on or before the 13th day following the date of the Offering Memorandum upon notice by the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to all or any part which the Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date and in such case, the term "Closing Date" shall refer to the time and date of delivery of the Option Firm Notes at any and the Optional Notes). Such time (but only once) within 30 and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be not later than eight full business days after the date the Registration Statement becomes effectiveInitial Purchasers exercise the option, with the actual date determined by the Initial Purchasers. The Underwriters shall not be under Initial Purchasers may cancel the option at any obligation time prior to its expiration by giving written notice of such cancellation to the Company. (c) One or more certificates in definitive form for the Firm Notes that the Initial Purchasers have agreed to purchase any Option Notes prior to hereunder, and in such denomination or denominations and registered in such name or names as the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written Initial Purchasers request upon notice to the Company setting forth at least 48 hours prior to the amount Closing Date, shall be delivered by or on behalf of Option Notes the Company, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds to be purchased and the date and time for account of the Company previously designated by it in writing. Such delivery of and payment for the Firm Notes shall be made at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or at such Option Notes other place as the Initial Purchasers and stating that the Option Notes Company may agree upon), at 9:00 a.m., New York time, on May 22, 2006, or at such date as the Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to therein are to be used as the "Closing Date." The Company will make such certificate or certificates for the purpose Notes available for inspection by the Initial Purchasers at a location in New York, New York as the Initial Purchasers may designate at least 24 hours prior to the Closing Date. (d) Delivery to the Initial Purchasers of covering over-allotments and payment for the Optional Notes shall be made on the Additional Closing Date in connection with the distribution same manner and sale in the same office and at the same time of days as payment for the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and.