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Ciena Corp – ‘S-1/A’ on 6/12/97 – EX-1.1

As of: Thursday, 6/12/97 · Accession #: 950133-97-2177 · File #: 333-28325

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/12/97  Ciena Corp                        S-1/A                  4:458K                                   Bowne - DC/FA

Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment#2 to Ciena Corporation Form S-1             96    535K 
 2: EX-1.1      Form of U.S. Underwriting Agreement                   41    144K 
 3: EX-1.2      Form of International Underwriting Agreement          12     52K 
 4: EX-23.2     Consent of Price Waterhouse LLP                        1      5K

EX-1.1 — Form of U.S. Underwriting Agreement

EX-1.1 1st Page of 41 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                     Exhibit 1.1

                                                                         FORM OF

 CIENA CORPORATION

COMMON STOCK, PAR VALUE $.01 PER SHARE

 -------------

UNDERWRITING AGREEMENT
(U.S. VERSION)

                                                         _________________, 1997

Goldman, Sachs & Co.,                                                           
Alex. Brown & Sons Incorporated,                                                
Wessels, Arnold & Henderson, L.L.C.,                                            
As representatives of the several                                           
Underwriters named in Schedule I hereto,                                  
c/o Goldman, Sachs & Co.,                                                       
85 Broad Street,                                                                
New York, New York 10004.                                                       

Ladies and Gentlemen:                                                           

    CIENA Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the     
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of    
800,000 shares and, at the election of the Underwriters, up to 120,000          
additional shares of Common Stock, par value $.01 per share ("Stock") of the    
Company and the stockholders of the Company named in Schedule II hereto (the    
"Selling Stockholders") propose, subject to the terms and conditions stated     
herein, to sell to the Underwriters an aggregate of 7,200,000 shares and, at the
election to the Underwriters, up to 1,080,000 additional shares of Stock. The   
aggregate of 8,000,000 shares to be sold by the Company and the Selling         
Stockholders is herein called the "Firm Shares" and the aggregate of 1,200,000  
additional shares to be sold by the Company and the Selling Stockholders is     
herein called the "Optional Shares". The Firm Shares and the Optional Shares    
that the Underwriters elect to purchase pursuant to Section 2 hereof are herein 
collectively called the "Shares".                                               

      It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement (the           
"International Underwriting Agreement") providing for the sale by the Company   
and the Selling Stockholders of up to a                                         

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EX-1.1 2nd Page of 41 TOC 1st Previous Next ↓Bottom Just 2nd
total of _________________ shares of Stock (the "International Shares"),        
including the overallotment option thereunder, through arrangements with certain
underwriters outside the United States (the "International Underwriters"), for  
whom Goldman Sachs International, Alex. Brown & Sons Incorporated and Wessels,  
Arnold & Henderson, L.L.C. are acting as lead managers. Anything herein or      
therein to the contrary notwithstanding, the respective closings under this     
Agreement and the International Underwriting Agreement are hereby expressly made
conditional on one another. The Underwriters hereunder and the International    
Underwriters are simultaneously entering into an Agreement between U.S. and     
International Underwriting Syndicates (the "Agreement between Syndicates") which
provides, among other things, for the transfer of shares of Stock between the   
two syndicates. Two forms of prospectus are to be used in connection with the   
offering and sale of shares of Stock contemplated by the foregoing, one relating
to the Shares hereunder and the other relating to the International Shares. The 
latter form of prospectus will be identical to the former except for certain    
substitute pages. Except as used in Sections 2, 3, 4, 9 and 11 herein, and      
except as the context may otherwise require, references hereinafter to the      
Shares shall include all the shares of Stock which may be sold pursuant to      
either this Agreement or the International Underwriting Agreement, and          
references herein to any prospectus whether in preliminary or final form, and   
whether as amended or supplemented, shall include both the U.S. and the         
international versions thereof.                                                 

  1. (a)The Company and each Selling Stockholder listed in Annex III
   attached hereto jointly and severally represent and warrant to, and
agree with, each of the Underwriters that:                      

                  (i) A registration statement on Form S-1 (File No.
                333-_________) (the "Initial Registration Statement") in respect
             of the Shares has been filed with the Securities and Exchange
       Commission (the "Commission"); the Initial Registration
               Statement and any post-effective amendment thereto, each in the
         form heretofore delivered to you, and, excluding exhibits
             thereto, to you for each of the other Underwriters, have been
               declared effective by the Commission in such form; other than a
          registration statement, if any, increasing the size of the
        offering (a "Rule 462(b) Registration Statement"), filed
            pursuant to Rule 462(b) under the Securities Act of 1933, as
                amended (the "Act"), which will become effective upon filing, no
       other document with respect to the Initial Registration
               Statement has heretofore been filed with the Commission; and no
      stop order suspending the effectiveness of the Initial
               Registration Statement, any post-effective amendment thereto or
               the Rule 462(b) Registration Statement, if any, has been issued
        and no proceeding for that purpose has been initiated or
        threatened by the Commission (any preliminary prospectus
                included in the Initial Registration Statement or filed with the
               Commission pursuant to Rule 424(a) of the rules and regulations
        of the Commission under the Act, is hereinafter called a
          "Preliminary Prospectus"; the various parts of the Initial
       Registration Statement and the Rule 462(b) Registration
               Statement, if any, including all exhibits thereto and including
               the information contained in the form of final prospectus filed
            with the Commission pursuant to Rule 424(b) under the Act in
                accordance with Section 5(a) hereof and deemed by virtue of Rule
         430A under the Act to be part of the Initial Registration
Statement at the                                

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                time it was declared effective, each as amended at the time such
                part of the registration statement became effective or such part
            of the Rule 462(b) Registration Statement, if any, became or
                hereafter becomes effective, are hereinafter collectively called
               the "Registration Statement"; and such final prospectus, in the
          form first filed pursuant to Rule 424(b) under the Act, is
hereinafter called the "Prospectus.")           

                     (ii) No order preventing or suspending the use of any
             Preliminary Prospectus has been issued by the Commission, and
           each Preliminary Prospectus, at the time of filing thereof,
             conformed in all material respects to the requirements of the
               Act and the rules and regulations of the Commission thereunder,
             and did not contain an untrue statement of a material fact or
              omit to state a material fact required to be stated therein or
             necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;
              provided, however, that this representation and warranty shall
              not apply to any statements or omissions made in reliance upon
              and in conformity with information furnished in writing to the
                Company by an Underwriter through Goldman, Sachs & Co. expressly
                for use therein or by a Selling Stockholder expressly for use in
              the preparation of the answers therein to Items 7 and 11(l) of
Form S-1;                                       

                  (iii) The Registration Statement conforms, and the
           Prospectus and any further amendments or supplements to the
             Registration Statement or the Prospectus will conform, in all
              material respects to the requirements of the Act and the rules
                and regulations of the Commission thereunder and do not and will
               not, as of the applicable effective date as to the Registration
            Statement and any amendment thereto and as of the applicable
                filing date as to the Prospectus and any amendment or supplement
               thereto, contain an untrue statement of a material fact or omit
         to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading;
              provided, however, that this representation and warranty shall
              not apply to any statements or omissions made in reliance upon
              and in conformity with information furnished in writing to the
                Company by an Underwriter through Goldman, Sachs & Co. expressly
                for use therein or by a Selling Stockholder expressly for use in
              the preparation of the answers therein to Items 7 and 11(l) of
Form S-1;                                       

                        (iv) Neither the Company nor any of its subsidiaries has
        sustained since the date of the latest audited financial
          statements included in the Prospectus any material loss or
             interference with its business from fire, explosion, flood or
                other calamity, whether or not covered by insurance, or from any
               labor dispute or court or governmental action, order or decree,
              otherwise than as set forth or contemplated in the Prospectus;
                and, since the respective dates as of which information is given
               in the Registration Statement and the Prospectus, there has not
             been any change in the capital stock or long-term debt of the
          Company or any of its subsidiaries or any material adverse
           change, or any development reasonably likely to result in a
                prospective material adverse change, in or affecting the general
affairs, management, financial position,        

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                stockholders' equity or results of operations of the Company and
                its subsidiaries, otherwise than as set forth or contemplated in
the Prospectus;                                 

                  (v) The Company and its subsidiaries have good and
                marketable title in fee simple to all real property and good and
                marketable title to all personal property owned by them, in each
          case free and clear of all liens, encumbrances and defects
                except such as are described in the Prospectus or such as do not
       materially affect the value of such property and do not
           interfere with the use made and proposed to be made of such
          property by the Company and its subsidiaries; and any real
              property and buildings held under lease by the Company and its
          subsidiaries are held by them under valid leases with such
                exceptions as are not material and do not interfere with the use
              made and proposed to be made of such property and buildings by
the Company and its subsidiaries;               

                  (vi) The Company has been duly incorporated and is
            validly existing as a corporation in good standing under the
       laws of the State of Delaware, with power and authority
           (corporate and other) to own its properties and conduct its
          business as described in the Prospectus, and has been duly
         qualified as a foreign corporation for the transaction of
             business and is in good standing under the laws of each other
              jurisdiction in which it owns or leases properties or conducts
               any business so as to require such qualification, or is subject
               to no material liability or disability by reason of the failure
                to be so qualified in any such jurisdiction; and each subsidiary
        of the Company has been duly incorporated and is validly
                existing as a corporation in good standing under the laws of its
jurisdiction of incorporation;                  

                     (vii) The Company has an authorized capitalization as
            set forth in the Prospectus, and all of the issued shares of
       capital stock of the Company have been duly and validly
            authorized and issued, are fully paid and non-assessable and
        conform to the description of the Stock contained in the
            Prospectus; and all of the issued shares of capital stock of
         each subsidiary of the Company have been duly and validly
            authorized and issued, are fully paid and non-assessable and
        conform to the description of the Stock contained in the
Prospectus;                                     

                      (viii) The Shares to be issued and sold by the Company
         to the Underwriters hereunder and under the International
            Underwriting Agreement have been duly and validly authorized
          and, when issued and delivered against payment therefor as
               provided herein, will be duly and validly issued and fully paid
             and non-assessable and will conform to the description of the
Stock contained in the Prospectus;              

                       (ix) The issue and sale of the Shares to be sold by the
          Company hereunder and under the International Underwriting
           Agreement and the compliance by the Company with all of the
               provisions of this Agreement and the International Underwriting
             Agreement and the consummation of the transactions herein and
          therein contemplated will not conflict with or result in a
breach or                                       

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               violation of any of the terms or provisions of, or constitute a
           default under, any indenture, mortgage, deed of trust, loan
               agreement or other agreement or instrument to which the Company
                or any of its subsidiaries is a party or by which the Company or
                any of its subsidiaries is bound or to which any of the property
               or assets of the Company or any of its subsidiaries is subject,
              nor will such action result in any violation of the provisions
                of the Certificate of Incorporation or By-laws of the Company or
            any of its subsidiaries or any statute or any order, rule or
             regulation of any court or governmental agency or body having
               jurisdiction over the Company or any of its subsidiaries or any
             of their properties; and no consent, approval, authorization,
              order, registration or qualification of or with any such court
            or governmental agency or body is required for the issue and
            sale of the Shares or the consummation by the Company of the
   transactions contemplated by this Agreement and the
             International Underwriting Agreement, except the registration
         under the Act of the Shares and such consents, approvals,
         authorizations, registrations or qualifications as may be
              required under state or foreign securities or Blue Sky laws in
              connection with the purchase and distribution of the Shares by
    the Underwriters and the International Underwriters;

                      (x) Neither the Company nor any of its subsidiaries is
              in violation of its Certificate of Incorporation or By-laws or
           in default in the performance or observance of any material
             obligation, agreement, covenant or condition contained in any
           indenture, mortgage, deed of trust, loan agreement lease or
                other agreement or instrument to which it is a party or by which
it or any of its properties may be bound;       

                     (xi) The statements set forth in the Prospectus under
           the caption "Description of Capital Stock", insofar as they
              purport to constitute a summary of the terms of the Stock, are
accurate and complete in all material respects; 

                    (xii) Other than as set forth or contemplated in the
          Prospectus, there are no legal or governmental proceedings
            pending to which the Company or any of its subsidiaries is a
           party or of which any property of the Company or any of its
             subsidiaries is the subject which, if determined adversely to
                the Company or any of its subsidiaries, would individually or in
              the aggregate have a material adverse effect on the current or
               future consolidated financial position, stockholders' equity or
               results of operations of the Company and its subsidiaries; and,
             other than as set forth or contemplated in the Prospectus, to
            the best of the Company's knowledge, no such proceedings are
         threatened or contemplated by governmental authorities or
threatened by others;                           

                     (xiii) The Company is not and, after giving effect to
               the offering and sale of the Shares, will not be an "investment
              company" or an entity "controlled" by an "investment company",
                as such terms are defined in the Investment Company Act of 1940,
as amended (the "Investment Company Act");      

                      (xiv) Price Waterhouse LLP, who have certified certain
financial                                       

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                statements of the Company, are independent public accountants as
        required by the Act and the rules and regulations of the
Commission thereunder;                          

                   (xv) Other than as set forth or contemplated in the
            Prospectus, the Company and its subsidiaries have sufficient
                interests or rights in all patents, patent licenses, trademarks,
     servicemarks, trade names, copyrights, trade secrets,
           information proprietary rights and processes ("Intellectual
                Property") necessary for their business as now conducted and, to
         the Company's knowledge, necessary in connection with the
            products and services under development and described in the
            Prospectus, without any conflict with or infringement of the
         interests or rights of others; except as disclosed in the
            Prospectus, the Company is not aware of material outstanding
           options, licenses or agreements of any kind relating to the
      Intellectual Property, and, except as disclosed in the
                Prospectus, neither the Company nor any of its subsidiaries is a
             party to or bound by any options, licenses or agreements with
           respect to the Intellectual Property of any other person or
                entity; none of the technology employed by the Company or any of
          its subsidiaries has been obtained or is being used by the
           Company or its subsidiaries in violation of any contractual
         fiduciary obligation binding on the Company of any of its
        subsidiaries of any of its executive officers or, to the
         Company's knowledge, any of its employees or otherwise in
             violation of the rights of any person; except as disclosed in
    the Prospectus, neither of the Company or any of its
               subsidiaries nor any of its employees have received any written
            or, to the Company's knowledge, oral communications alleging
         that the Company or any of its subsidiaries has violated,
             infringed or conflicted with (and knows of no such violation,
           infringement or conflict) or, by conducting its business as
                proposed, would violate, infringe or conflict with (and knows of
       no such violation, infringement or conflict) any of the
                Intellectual Property of any other person or entity; neither the
              execution nor delivery of this Agreement, nor the operation of
               the Company's business by the employees of the Company, nor the
             operation of the business of any of its subsidiaries, nor the
                conduct of the Company's business as proposed or the business of
               any of its subsidiaries as proposed, will result in a breach or
       violation of the terms, conditions or provisions of, or
              constitute a default under, any material contract, covenant or
       instrument known to the Company under which any of such
                employees is now obligated; and the Company and its subsidiaries
               have taken and will maintain reasonable measures to prevent the
               unauthorized dissemination or publication of their confidential
               information and, to the extent contractually required to do so,
      the confidential information of third parties in their
possession;                                     

                      (xvi) The Company maintains insurance of the types and
          in the amounts generally deemed adequate for its business,
          including, but not limited to, insurance covering real and
               personal property owned or leased by the Company against theft,
          damage, destruction, acts of vandalism and all other risks
              customarily insured against, all of which insurance is in full
force and effect;                               

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                       (xvii) There are no contracts, other documents or other
       agreements required to be described in the Registration
        Statement or to be filed as exhibits to the Registration
               Statement by the Act or by the rules and regulations thereunder
       which have not been described or filed as required; the
              contracts so described in the Prospectus are in full force and
              effect on the date hereof; and neither the Company nor, to the
                best of the Company's knowledge, any other party is in breach of
               or default in any material respect under any of such contracts;
and                                             

                   (xviii)The Company has not been advised, and has no
        reason to believe, that it is not conducting business in
             compliance with all applicable laws, rules and regulations of
                the jurisdictions in which it is conducting business, including,
           without limitation, all applicable local, state and federal
              environmental laws and regulations; except where failure to be
          so in compliance would not materially adversely affect the
        condition (financial or otherwise), business, results of
operations or prospects of the Company.         

             (b) Each of the Selling Stockholders severally represents and
      warrants to, and agrees with, each of the Underwriters and the Company
that:                                                           

                      (i) All consents, approvals, authorizations and orders
        necessary for the execution and delivery by such Selling
             Stockholder of this Agreement, the International Underwriting
          Agreement, the Power of Attorney and the Custody Agreement
             hereinafter referred to, and for the sale and delivery of the
           Shares to be sold by such Selling Stockholder hereunder and
         under the International Underwriting Agreement, have been
                obtained; and such Selling Stockholder has full right, power and
         authority to enter into this Agreement, the International
             Underwriting Agreement, the Power of Attorney and the Custody
              Agreement and to sell, assign, transfer and deliver the Shares
              to be sold by such Selling Stockholder hereunder and under the
International Underwriting Agreement;           

                      (ii) The sale of the Shares to be sold by such Selling
              Stockholder hereunder and under the International Underwriting
             Agreement and the compliance by such Selling Stockholder with
          all of the provisions of this Agreement, the International
             Underwriting Agreement, the Power of Attorney and the Custody
             Agreement and the consummation of the transactions herein and
          therein contemplated will not conflict with or result in a
            breach or violation of any of the terms or provisions of, or
             constitute a default under, any statute, indenture, mortgage,
              deed of trust, loan agreement or other agreement or instrument
             to which such Selling Stockholder is a party or by which such
                Selling Stockholder is bound, or to which any of the property or
            assets of such Selling Stockholder is subject, nor will such
       action result in any violation of the provisions of the
       Certificate of Incorporation or By-laws of such Selling
             Stockholder, if such Selling Stockholder is a corporation, or
              the Partnership Agreement of such Selling Stockholder, if such
           Selling Stockholder is a partnership, or any statute or any
                order, rule or regulation of any court or governmental agency or
      body having jurisdiction over such Selling Stockholder

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or the property of such Selling Stockholder;    

                   (iii) Such Selling Stockholder has, and immediately
               prior to each Time of Delivery (as defined in Section 4 hereof)
               such Selling Stockholder will have, good and valid title to the
           Shares to be sold by such Selling Stockholder hereunder and
              under the International Underwriting Agreement, free and clear
         of all liens, encumbrances, equities or claims; and, upon
                delivery of such Shares and payment therefor pursuant hereto and
               thereto, good and valid title to such Shares, free and clear of
             all liens, encumbrances, equities or claims, will pass to the
              several Underwriters or the International Underwriters, as the
case may be;                                    

                     (iv) During the period beginning from the date hereof
               and continuing to and including the date 90 days after the date
            of the Prospectus, such Selling Stockholder shall not offer,
         sell, contract to sell or otherwise dispose of, except as
          provided hereunder or under the International Underwriting
               Agreement, any securities of the Company that are substantially
       similar to the Shares, including but not limited to any
            securities that are convertible into or exchangeable for, or
      that represent the right to receive, Stock or any such
            substantially similar securities (other than (A) pursuant to
               employee stock option plans existing on, or upon the conversion
     or exchange of convertible or exchangeable securities
               outstanding as of, the date of this Agreement, or (B) Stock the
             sale of which was consented to by you by letter dated May 22,
                1997), without the prior written consent of the Company and you;

                       (v) Such Selling Stockholder has not taken and will not
                take, directly or indirectly, any action which is designed to or
              which has constituted or which might reasonably be expected to
                cause or result in stabilization or manipulation of the price of
               any security of the Company to facilitate the sale or resale of
the Shares;                                     

                        (vi) To the extent that any statements or omissions made
              in the Registration Statement, any Preliminary Prospectus, the
             Prospectus or any amendment or supplement thereto are made in
        reliance upon and in conformity with written information
              furnished to the Company by such Selling Stockholder expressly
    for use therein, such Preliminary Prospectus and the
              Registration Statement did, and the Prospectus and any further
               amendments or supplements to the Registration Statement and the
            Prospectus, when they become effective or are filed with the
            Commission, as the case may be, will conform in all material
         respects to the requirements of the Act and the rules and
             regulations of the Commission thereunder and will not contain
            any untrue statement of a material fact or omit to state any
                material fact required to be stated therein or necessary to make
the statements therein not misleading;          

                       (vii) In order to document the Underwriters' compliance
               with the reporting and withholding provisions of the Tax Equity
         and Fiscal Responsibility Act of 1982 with respect to the
transactions herein contemplated, such Selling  

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                Stockholder will deliver to you prior to or at the First Time of
          Delivery (as hereinafter defined) a properly completed and
             executed United States Treasury Department Form W-9 (or other
             applicable form or statement specified by Treasury Department
regulations in lieu thereof);                   

                       (viii) Certificates in negotiable form representing all
              of the Shares to be sold by such Selling Stockholder hereunder
            and under the International Underwriting Agreement have been
        placed in custody under a Custody Agreement, in the form
           heretofore furnished to you (the "Custody Agreement"), duly
     executed and delivered by such Selling Stockholder to
             ___________________, as custodian (the "Custodian"), and such
              Selling Stockholder has duly executed and delivered a Power of
                Attorney, in the form heretofore furnished to you (the "Power of
           Attorney"), appointing the persons indicated in Schedule II
       hereto, and each of them, as such Selling Stockholder's
             attorneys-in-fact (the "Attorneys-in-Fact") with authority to
        execute and deliver this Agreement and the International
                Underwriting Agreement on behalf of such Selling Stockholder, to
               determine the purchase price to be paid by the Underwriters and
             the International Underwriters to the Selling Stockholders as
              provided in Section 2 hereof, to authorize the delivery of the
           Shares to be sold by such Selling Stockholder hereunder and
         otherwise to act on behalf of such Selling Stockholder in
                connection with the transactions contemplated by this Agreement,
        the International Underwriting Agreement and the Custody
Agreement; and                                  

                       (ix) The Shares represented by the certificates held in
                custody for such Selling Stockholder under the Custody Agreement
              are subject to the interests of the Underwriters hereunder and
      the International Underwriters under the International
             Underwriting Agreement; the arrangements made by such Selling
         Stockholder for such custody, and the appointment by such
            Selling Stockholder of the Attorneys-in-Fact by the Power of
                Attorney, are to that extent irrevocable; the obligations of the
         Selling Stockholders hereunder shall not be terminated by
           operation of law, whether by the death or incapacity of any
              individual Selling Stockholder or, in the case of an estate or
               trust, by the death or incapacity of any executor or trustee or
            the termination of such estate or trust, or in the case of a
      partnership or corporation, by the dissolution of such
             partnership or corporation, or by the occurrence of any other
        event; if any individual Selling Stockholder or any such
             executor or trustee should die or become incapacitated, or if
             any such estate or trust should be terminated, or if any such
               partnership or corporation should be dissolved, or if any other
          such event should occur, before the delivery of the Shares
        hereunder, certificates representing the Shares shall be
        delivered by or on behalf of the Selling Stockholders in
              accordance with the terms and conditions of this Agreement, of
           the International Underwriting Agreement and of the Custody
               Agreements; and actions taken by the Attorneys-in-Fact pursuant
             to the Powers of Attorney shall be as valid as if such death,
           incapacity, termination, dissolution or other event had not
         occurred, regardless of whether or not the Custodian, the
                Attorneys-in-Fact, or any of them, shall have received notice of
such death,                                     

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    incapacity, termination, dissolution or other event.

            2. Subject to the terms and conditions herein set forth, the
Company and each of the Selling Stockholders agree, severally and not jointly,  
to sell to each of the Underwriters, and each of the Underwriters agrees,       
severally and not jointly, to purchase from the Company and each of the Selling 
Stockholders, at a purchase price per share of $_________________, the number of
Firm Shares (to be adjusted by you so as to eliminate fractional shares)        
determined by multiplying the aggregate number of Firm Shares to be sold by the 
Company and each of the Selling Stockholders as set forth opposite their        
respective names in Schedule II hereto by a fraction, the numerator of which is 
the aggregate number of Firm Shares to be purchased by such Underwriter as set  
forth opposite the name of such Underwriter in Schedule I hereto and the        
denominator of which is the aggregate number of Firm Shares to be purchased by  
all of the Underwriters from the Company and all of the Selling Stockholders    
hereunder and (b) in the event and to the extent that the Underwriters shall    
exercise the election to purchase Optional Shares as provided below, the Company
and each of the Selling Stockholders agree, severally and not jointly, to sell  
to each of the Underwriters, and each of the Underwriters agrees, severally and 
not jointly, to purchase from the Company and the Selling Stockholders, at the  
purchase price per share set forth in clause (a) of this Section 2, that portion
of the number of Optional Shares as to which such election shall have been      
exercised (to be adjusted by you so as to eliminate fractional shares)          
determined by multiplying such number of Optional Shares by a fraction the      
numerator of which is the maximum number of Optional Shares which such          
Underwriter is entitled to purchase as set forth opposite the name of such      
Underwriter in Schedule I hereto and the denominator of which is the maximum    
number of Optional Shares that all of the Underwriters are entitled to purchase 
hereunder.                                                                      

              The Company and the Selling Stockholders, as and to the extent
indicated in Schedule II hereto, hereby grant, severally and not jointly, to the
Underwriters the right to purchase at their election up to ___________ Optional 
Shares, at the purchase price per share set forth in the paragraph above, for   
the sole purpose of covering overallotments in the sale of the Firm Shares. Any 
such election to purchase Optional Shares shall be made in proportion to the    
maximum number of Optional Shares to be sold by the Company and each Selling    
Stockholder as set forth in Schedule II hereto. Any such election to purchase   
Optional Shares may be exercised only by written notice from you to the Company 
and the Attorneys-in-fact, given within a period of 30 calendar days after the  
date of this Agreement and setting forth the aggregate number of Optional Shares
to be purchased and the date on which such Optional Shares are to be delivered, 
as determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Company and the             
Attorneys-in-fact otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice.                                    

           3. Upon the authorization by you of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon 
the terms and conditions set forth in the Prospectus.                           

                4. (a) The Shares to be purchased by each Underwriter hereunder,
       in definitive form, and in such authorized denominations and registered
in such names as                                                

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        Goldman, Sachs & Co., through the facilities of Depository Trust Company
        ("DTC") may request upon at least forty-eight hours' prior notice to the
       Company and the Selling Stockholders shall be delivered by or on behalf
        of the Company and the Selling Stockholders to Goldman, Sachs & Co., for
        the account of such Underwriter, against payment by or on behalf of such
        Underwriter of the purchase price therefor by certified or official bank
       check or checks, payable to the order of the Company and the Custodian,
       as their interests may appear, in Federal (same day) funds. The Company
        will cause the certificates representing the Shares to be made available
       for checking and packaging at least twenty-four hours prior to the Time
        of Delivery (as defined below) with respect thereto 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 Shares,
      9:30 a.m., New York City time, on ________________, 1997 or such other
  time and date as Goldman, Sachs & Co., the Company and the Selling
Stockholders may agree upon in writing, and, with respect to the
        Optional Shares, 9:30 a.m., New York City time, on the date specified by
        Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Co.
       of the Underwriters' election to purchase such Optional Shares, or such
        other time and date as Goldman, Sachs & Co., the Company and the Selling
       Stockholders may agree upon in writing. Such time and date for delivery
      of the Firm Shares is herein called the "First Time of Delivery", such
        time and date for delivery of the Firm Optional Shares, if not the First
     Time of Delivery, is herein called the "Second Time of Delivery", and
each such time and date for delivery is herein called a "Time of
Delivery".                                                      

                (b) The documents to be delivered at each Time of Delivery by or
       on behalf of the parties hereto pursuant to Section 7 hereof, including
       the cross-receipt for the Shares and any additional documents requested
      by the Underwriters pursuant to Section 7(m) hereof, will be delivered
    at the offices of Hale and Dorr LLP, 1455 Pennsylvania Avenue, N.W.,
       Washington, D.C. 20004 (the "Closing Location"), and the Shares will be
   delivered at the Designated Office, all at each Time of Delivery. A
        meeting will be held at the Closing Location at 4:00 p.m., New York City
        time, on the New York Business Day next preceding each Time of Delivery,
  at which meeting the final drafts of the documents to be delivered
      pursuant to the preceding sentence will be available for review by the
      parties hereto. For the purposes of this Section 4, "New York Business
    Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are
     generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:            

              (a) To prepare the Prospectus in a form approved by you and to
    file such Prospectus pursuant to Rule 424(b) under the Act not later
  than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if  
   applicable, such earlier time as may be required by Rule 430A(a)(3)
    under the Act; to make no further amendment or any supplement to the
      Registration Statement or Prospectus which shall be disapproved by you
       promptly after reasonable notice thereof; to advise you, promptly after
 it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or                        

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    becomes effective or any supplement to the Prospectus or any amended
      Prospectus has been filed and to furnish you copies thereof; to advise
      you, promptly after it receives notice thereof, of the issuance by the
     Commission of any stop order or of any order preventing or suspending
      the use of any Preliminary Prospectus or prospectus, of the suspension
of the qualification of the Shares for offering or sale in any  
        jurisdiction, of the initiation or threatening of any proceeding for any
     such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for
     additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any   
Preliminary Prospectus or prospectus or suspending any such     
        qualification, promptly to use its best efforts to obtain the withdrawal
of such order;                                                  

           (b) Promptly from time to time to take such action as you may
        reasonably request to qualify the Shares for offering and sale under the
      securities laws of such jurisdictions as you may request and to comply
    with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to
    complete the distribution of the Shares, provided that in connection
   therewith the Company shall not be required to qualify as a foreign
     corporation or to file a general consent to service of process in any
jurisdiction;                                                   

              (c) Prior to 10:00 a.m., New York time, on the New York Business
        Day next succeeding the date of this Agreement and from time to time, to
       furnish the Underwriters with copies of the Prospectus in New York City
      in such quantities as you may reasonably request, and, if the delivery
       of a prospectus is required at any time prior to the expiration of nine
       months after the time of issue of the Prospectus in connection with the
        offering or sale of the Shares and if at such time any events shall have
occurred as a result of which the Prospectus as then amended or 
    supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the  
      statements therein, in the light of the circumstances under which they
       were made when such Prospectus is delivered, not misleading, or, if for
     any other reason it shall be necessary during such period to amend or
        supplement the Prospectus in order to comply with the Act, to notify you
   and upon your request to prepare and furnish without charge to each
     Underwriter and to any dealer in securities as many copies as you may
  from time to time reasonably request of an amended Prospectus or a
 supplement to the Prospectus which will correct such statement or
  omission or effect such compliance, and in case any Underwriter is
       required to deliver a prospectus in connection with sales of any of the
     Shares at any time nine months or more after the time of issue of the
        Prospectus, upon your request but at the expense of such Underwriter, to
 prepare and deliver to such Underwriter as many copies as you may
       request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act;                                            

               (d) If the Company elects to rely upon Rule 462(b), the Company
      shall file a Rule 462(b) Registration Statement with the Commission in
       compliance with Rule 462(b) by 10:00 a.m., Washington D.C. time, on the
      date of this Agreement, and the Company shall at the time of filing of
either pay to the Commission the filing fee for the Rule 462(b) 
       Registration Statement or give irrevocable instructions for the payment
of                                                              

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such fee pursuant to Rule 111(b) under the Act;                 

              (e) To make generally available to its securityholders as soon
     as practicable, but in any event not later than eighteen months after
    the effective date of the Registration Statement (as defined in Rule
   158(c) under the Act), an earnings statement of the Company and its
        subsidiaries (which need not be audited) complying with Section 11(a) of
  the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);            

        (f) During the period beginning from the date hereof and
  continuing to and including the date 90 days after the date of the
     Prospectus, not to offer, sell, contract to sell or otherwise dispose
of, except as provided hereunder and under the International    
Underwriting Agreement, any securities of the Company that are  
     substantially similar to the Shares, including but not limited to any
 securities that are convertible into or exchangeable for, or that
       represent the right to receive, Stock or any such substantially similar
    securities (other than pursuant to employee or director stock option
  plans existing on, or upon the conversion, exercise or exchange of
      convertible, exercisable or exchangeable securities outstanding as of,
the date of this Agreement), without your prior written consent;

               (g) To furnish to its stockholders as soon as practicable after
       the end of each fiscal year an annual report (including a balance sheet
    and statements of income, stockholders' equity and cash flows of the
  Company and its consolidated subsidiaries certified by independent
        public accountants) and, as soon as practicable after the end of each of
       the first three quarters of each fiscal year (beginning with the fiscal
       quarter ending after the effective date of the Registration Statement),
 consolidated summary financial information of the Company and its
subsidiaries for such quarter in reasonable detail;             

                (h) During a period of five years from the effective date of the
        Registration Statement, to furnish to you copies of all reports or other
     communications (financial or other) furnished to stockholders, and to
       deliver to you (i) as soon as they are available, copies of any reports
     and financial statements furnished to or filed with the Commission or
        any national securities exchange on which any class of securities of the
      Company is listed; and (ii) such additional information concerning the
       business and financial condition of the Company as you may from time to
time reasonably request (such financial statements to be on a   
    consolidated basis to the extent the accounts of the Company and its
      subsidiaries are consolidated in reports furnished to its stockholders
generally or to the Commission);                                

               (i) To use the net proceeds received by it from the sale of the
    Shares pursuant to this Agreement and the International Underwriting
     Agreement in the manner specified in the Prospectus under the caption
"Use of Proceeds"; and                                          

               (j) To use its best efforts to list for quotation the Shares on
the Nasdaq National Market System ("NASDAQ").                   

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6. The Company and each of the Selling Stockholders, jointly and
severally, covenant and agree with one another and with the several Underwriters
that (a) the Company will pay or cause to be paid the following: (i) the fees,  
disbursements and expenses of the Company's counsel and accountants in          
connection with the registration of the Shares under the Act and all other      
expenses in connection with the preparation, printing and filing of the         
Registration Statement, any Preliminary Prospectus and the Prospectus and       
amendments and supplements thereto and the mailing and delivering of copies     
thereof to the Underwriters and dealers; (ii) the cost of printing or producing 
any Agreement among Underwriters, this Agreement, the International             
Underwriting Agreement, the Agreement between Syndicates, the Selling           
Agreements, closing documents (including any compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the   
Shares; (iii) all expenses in connection with the qualification of the Shares   
for offering and sale under state securities laws as provided in Section 5(b)   
hereof, including the fees and disbursements of Hale and Dorr LLP, as counsel   
for the Underwriters in connection with such qualification and in connection    
with the Blue Sky surveys; (iv) all fees and expenses in connection with listing
the Shares on NASDAQ; (v) the filing fees incident to, and the fees and         
disbursements of counsel for the Underwriters in connection with, securing any  
required review by the National Association of Securities Dealers, Inc. of the  
terms of the sale of the Shares; (vi) the cost of preparing stock certificates; 
(vii) the cost and charges of any transfer agent or registrar; (viii) all other 
costs and expenses incident to the performance of its obligations hereunder     
which are not otherwise specifically provided for in this Section; (ix) fees and
expenses of one counsel to the Selling Stockholders, not to exceed $10,000; and 
(x) each Selling Stockholder's pro rata shares of the fees and expenses of the  
Attorneys-in-Fact and the Custodian; and (b) such Selling Stockholder will pay  
or cause to be paid all costs and expenses incident to the performance of such  
Selling Stockholder's obligations hereunder which are not otherwise specifically
provided for in this Section, including (i) any fees and expenses of counsel for
such Selling Stockholder not provided for above in this Section, (ii) and all   
expenses and taxes incident to the sale and delivery of the Shares to be sold by
such Selling Stockholder to the Underwriters hereunder. In connection with      
Clause (b) (ii) of the preceding sentence, Goldman, Sachs & Co. agrees to pay   
New York State stock transfer tax, and the Selling Stockholder agrees to        
reimburse Goldman, Sachs & Co. for associated carrying costs if such tax payment
is not rebated on the day of payment and for any portion of such tax payment not
rebated. It is understood, however, that the Company shall bear, and the Selling
Stockholders shall not be required to pay or to reimburse the Company for, the  
cost of any other matters not directly relating to the sale and purchase of the 
Shares pursuant to this Agreement, and that, except as provided in this Section,
and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs  
and expenses, including the fees of their counsel, stock transfer taxes on      
resale of any of the Shares by them, and any advertising expenses connected with
any offers they may make.                                                       

        7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to   
the condition that all representations and warranties and other statements of   
the Company and of the Selling Stockholders herein are, at and as of such Time  
of Delivery, true and correct, the condition that the Company and the Selling   
Stockholders shall have performed all of its and their obligations hereunder    
theretofore to be performed, and the following additional conditions:           

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            (a) The Prospectus shall have been filed with the Commission
        pursuant to Rule 424(b) within the applicable time period prescribed for
        such filing by the rules and regulations under the Act and in accordance
       with Section 5(a) hereof; no stop order suspending the effectiveness of
     the Registration Statement or any part thereof shall have been issued
and no proceeding for that purpose shall have been initiated or 
threatened by the Commission; and all requests for additional   
       information on the part of the Commission shall have been complied with
        to your reasonable satisfaction; if the Company has elected to rely upon
     Rule 462(b), the Rule 462(b) Registration Statement shall have become
   effective by 10:00 p.m., Washington, D.C. time, on the date of this
Agreement;                                                      

               (b) Hale and Dorr LLP, counsel for the Underwriters, shall have
     furnished to you such opinion or opinions (a draft of such opinion is
  attached as Annex II(a) hereto), dated such Time of Delivery, with
      respect to the matters covered in paragraphs (i), (ii), (vi), (ix) and
       (xiii) of subsection (c) below as well as such other related matters as
     you may reasonably request, and such counsel shall have received such
       papers and information as they may reasonably request to enable them to
pass upon such matters;                                         

               (c) Hogan & Hartson L.L.P., counsel for the Company, shall have
  furnished to you their written opinion (a draft of such opinion is
     attached as Annex II(b) hereto), dated such Time of Delivery, in form
and substance satisfactory to you, to the effect that:          

                        (i) The Company was incorporated and is validly existing
                as a corporation in good standing under the laws of the State of
       Delaware as of the date specified in such opinion, with
             corporate power and corporate authority to own its properties
        and conduct its business as described in the Prospectus;

                    (ii) The Company has authorized capital stock as set
                forth in the Prospectus, and all of the issued shares of capital
             stock of the Company (including the Shares being delivered at
                such Time of Delivery) have been duly and validly authorized and
               issued and are fully paid and non-assessable; and the Shares in
             all material respects conform to the description of the Stock
contained in the Prospectus;                    

                      (iii) The Company has been duly qualified as a foreign
          corporation for the transaction of business and is in good
 standing under the laws of the State of Maryland;

                 (iv) Each subsidiary of the Company has been duly
             incorporated and is validly existing as a corporation in good
             standing under the laws of its jurisdiction of incorporation;
          and all of the issued shares of capital stock of each such
                subsidiary have been duly and validly authorized and issued, are
        fully paid and non-assessable, and are owned directly or
       indirectly by the Company, free and clear of all liens,
                encumbrances, equities or claims (such counsel being entitled to
              rely in respect of the opinion in this clause upon opinions of
local                                           

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              counsel and in respect of matters of fact upon certificates of
               officers of the Company or its subsidiaries, provided that such
                counsel shall state that they believe that both you and they are
          justified in relying upon such opinions and certificates);

                     (v) Nothing has come to the attention of such counsel
                that causes it to believe real property and buildings held under
              lease by the Company and its subsidiaries are not held by them
               under valid leases with such exceptions as are not material and
             do not interfere with the use made and proposed to be made of
               such property and buildings by the Company and its subsidiaries
             and each such lease identified in such opinion is enforceable
   against the Company (subject to normal exceptions);

                      (vi) This Agreement and the International Underwriting
              Agreement have been duly authorized, executed and delivered by
the Company;                                    

                      (vii) The issue and sale of the Shares being delivered
          at such Time of Delivery to be sold by the Company and the
            compliance by the Company with all of the provisions of this
            Agreement and the International Underwriting Agreement as of
              such Time of Delivery and the consummation of the transactions
              herein and therein contemplated do not conflict with or result
              in a breach or violation of any of the terms or provisions of,
                or constitute a default under, any agreement or instrument filed
          as an exhibit to the Registration Statement, nor will such
       action result in any violation of the provisions of the
                Certificate of Incorporation or By-laws of the Company or any of
                its subsidiaries or any statute, order, rule or regulation known
           to such counsel of any court or governmental agency or body
               having jurisdiction over the Company or any of its subsidiaries
or any of their properties;                     

                  (viii) No consent, approval, authorization, order,
          registration or qualification of or with any such court or
                governmental agency or body having jurisdiction over the Company
        or any of its subsidiaries or any of their properties is
    required for the issue and sale of the Shares or the
               consummation by the Company of the transactions contemplated by
              this Agreement and the International Underwriting Agreement as
              of the Time of Delivery, except the registration under the Act
            of the Shares, and such consents, approvals, authorizations,
              registrations or qualifications as may be required under state
             or foreign securities or Blue Sky laws in connection with the
               purchase and distribution of the Shares by the Underwriters and
the International Underwriters;                 

                     (ix) The statements set forth in the Prospectus under
           the caption "Description of Capital Stock", insofar as they
              purport to constitute a summary of the terms of the Stock, and
                under the caption "Certain U.S. Tax Considerations Applicable to
             Non-U.S. Holders of Common Stock", insofar as they purport to
             describe the provisions of the laws and documents referred to
therein, are accurate in all material respects; 

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                      (x) The Company is not an "investment company" as such
term is defined in the Investment Company Act;  

                 (xi) To the best of such counsel's knowledge, the
             Company has not issued any outstanding securities convertible
             into or exchangeable for, or outstanding options, warrants or
                other rights to purchase or to subscribe for any shares or other
     securities of the Company, except as described in the
Prospectus;                                     

                      (xii) No holder of outstanding shares of capital stock
           of the Company has (i) any statutory preemptive right under
           Delaware General Corporation Law or, (ii) to such counsel's
              knowledge and except as has been waived, any contractual right
           to subscribe for any shares of capital stock of the Company
     (including the Shares being delivered at such Time of
               Delivery)(except that no opinion need be expressed with respect
        to the specific mattes that are the subject of the legal
         proceedings disclosed in the Prospectus under the caption
             "Business--Legal Proceedings") or to have any common stock or
            other securities of the Company included in the Registration
        Statement or the right, as a result of the filing of the
                Registration Statement, to require registration of any shares of
    Common Stock or other securities of the Company; and

                        (xiii) The Registration Statement and the Prospectus and
          any further amendments and supplements thereto made by the
                Company prior to such Time of Delivery (other than the financial
          statements and related schedules therein, as to which such
         counsel need express no opinion) comply as to form in all
                material respects with the requirements of the Act and the rules
and regulations thereunder.                     

             In addition to the matters set forth above, such letter shall
also contain statement of such counsel to the effect that (i) to such counsel's 
knowledge and other than as set forth in the Prospectus, there are no legal or  
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
the subject of which, if determined adversely to the Company could reasonably be
expected individually or in the aggregate to have a material adverse effect on  
the financial condition or results of operations of the Company and its         
subsidiaries, and, to such counsel's knowledge, no such proceedings are         
threatened by governmental authorities or threatened by others; (ii) while such 
counsel are not passing upon and do not assume responsibility for, the accuracy,
completeness or fairness of the Registration Statement or the Prospectus, except
for those statements referred to in the opinion in subsection (ix) of this      
Section 7(c), or any further amendment or supplement thereto, based upon the    
procedures referred to in such letter no facts have come to the attention of    
such counsel which lead them to believe that, as of its effective date, the     
Registration Statement or any further amendment thereto made by the Company     
prior to such Time of Delivery (other than the financial statements and notes   
thereto, financial schedules and other financial data included therein, as to   
which such counsel need express no opinion) contained an untrue statement of a  
material fact or omitted to state a material fact necessary to make the         
statements therein not misleading or that, as of its date and as of such Time of
Delivery, the Prospectus or any                                                 

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further amendment or supplement thereto made by the Company (other than the     
financial statements and notes thereto, schedules and other financial data      
included therein, as to which such counsel need express no opinion) contained or
contains an untrue statement of a material fact or omitted or omits to state a  
material fact necessary to make the statements therein, in the light of the     
circumstances under which they were made, not misleading; and (iii) they do not 
know of any amendment to the Registration Statement required to be filed or of  
any contracts or other documents of a character required to be filed as an      
exhibit to the Registration Statement or required to be described in the        
Registration Statement or the Prospectus, which are not filed or described as   
required.                                                                       

           In rendering such opinion, such counsel may state that they
express no opinion as to the laws of any jurisdiction other than the Federal    
laws of the United States, the laws of the State of Maryland, the contract law  
of the State of New York and the General Corporation Law of the State of        
Delaware.                                                                       

               (d) Fish & Neave, special patent counsel for the Company, shall
       have furnished its written opinion (a draft of such opinion is attached
    as Annex II(c) hereto), dated such Time of Delivery, with respect to
certain patent law matters.                                     

               (e) The Vice President and General Counsel of the Company shall
     have furnished to you his written opinion (a draft of such opinion is
     attached as Annex II(d) hereto), dated such Time of Delivery, in form
and substance satisfactory to you, to the effect that:          

                      (i) Neither the Company nor any of its subsidiaries is
           in violation of its Certificate of Incorporation or, in any
material respect, its By-Laws; and              

                  (ii) To such counsel's knowledge and other than as
               described in the Prospectus, there are no legal or governmental
      proceedings pending to which the Company or any of its
              subsidiaries is the subject; and, to such counsel's knowledge,
              no such proceedings are threatened by governmental authorities
or by others.                                   

                (f) The respective counsel for each of the Selling Stockholders,
    as indicated in Schedule II hereto, each shall have furnished to you
   their written opinion (a draft of such opinion is attached as Annex
       II(e) hereto) with respect to each of the Selling Stockholders for whom
    they are acting as counsel, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:              

                    (i) A Power of Attorney and a Custody Agreement have
                been duly executed and delivered by such Selling Stockholder and
       constitute valid and binding agreements of such Selling
Stockholder in accordance with their terms;     

                      (ii) This Agreement and the International Underwriting
               Agreement have been duly executed and delivered by or on behalf
             of such Selling Stockholder; and the sale of the Shares to be
             sold by such Selling Stockholder hereunder and thereunder and
the compliance by such Selling Stockholder with 

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             all of the provisions of this Agreement and the International
             Underwriting Agreement, the Power of Attorney and the Custody
             Agreement and the consummation of the transactions herein and
          therein contemplated will not conflict with or result in a
                breach or violation of any terms or provisions of, or constitute
          a default under, any statute, indenture, mortgage, deed of
               trust, loan agreement or other agreement or instrument known to
               such counsel to which such Selling Stockholder is a party or by
               which such Selling Stockholder is bound, or to which any of the
              property or assets of such Selling Stockholder is subject, nor
              will such action result in any violation of the Certificate of
             Incorporation or By-laws of such Selling Stockholder, if such
        Selling Stockholder is a corporation, or the Partnership
      Agreement of such Selling Stockholder, if such Selling
             Stockholder is a partnership, or the provisions of any order,
        rule or regulation known to such counsel of any court or
         governmental agency or body having jurisdiction over such
                Selling Stockholder or the property of such Selling Stockholder;

                     (iii) No consent, approval, authorization or order of
            any court or governmental agency or body is required for the
               consummation of the transactions contemplated by this Agreement
               and the International Underwriting Agreement in connection with
              the Shares to be sold by such Selling Stockholder hereunder or
               thereunder, except such as have been obtained under the Act and
            such as may be required under state or foreign securities or
              Blue Sky laws in connection with the purchase and distribution
       of such Shares by the Underwriters or the International
Underwriters;                                   

                    (iv) Immediately prior to such Time of Delivery such
                Selling Stockholder had good and valid title to the Shares to be
               sold at such Time of Delivery by such Selling Stockholder under
            this Agreement and the International Underwriting Agreement,
              free and clear of all liens, encumbrances, equities or claims,
             and full right, power and authority to sell, assign, transfer
             and deliver the Shares to be sold by such Selling Stockholder
hereunder and thereunder; and                   

                       (v) Good and valid title to such Shares, free and clear
        of all liens, encumbrances, equities or claims, has been
                transferred to each of the several Underwriters or International
                Underwriters, as the case may be, who have purchased such Shares
               in good faith and without notice of any such lien, encumbrance,
                equity or claim or any other adverse claim within the meaning of
the Uniform Commercial Code.                    

           In rendering such opinion, such counsel may state that they
express no opinion as to the laws of any jurisdiction outside the United States 
and in rendering the opinion in subparagraph (iv) such counsel may rely upon a  
certificate of such Selling Stockholder in respect of matters of fact as to     
ownership of, and liens, encumbrances, equities or claims on the Shares sold by 
such Selling Stockholder, provided that such counsel shall state that they      
believe that both you and they are justified in relying upon such certificate;  

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        (g) On the date of the Prospectus at a time prior to the
     execution of this Agreement, at 9:30 a.m., New York City time, on the
  effective date of any post-effective amendment to the Registration
    Statement filed subsequent to the date of this Agreement and also at
       each Time of Delivery, Price Waterhouse LLP shall have furnished to you
       a letter or letters, dated the respective dates of delivery thereof, in
        form and substance satisfactory to you, to the effect set forth in Annex
I hereto (the executed copy of the letter delivered prior to the
        execution of this Agreement is attached as Annex I(a) hereto and a draft
  of the form of letter to be delivered on the effective date of any
     post-effective amendment to the Registration Statement and as of each
Time of Delivery is attached as Annex I(b) hereto;              

              (h) Neither the Company nor any of its subsidiaries shall have
   sustained since the date of the latest audited financial statements
     included in the Prospectus any loss or interference with its business
        from fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor dispute or court or governmental action,
   order or decree, otherwise than as set forth or contemplated in the
       Prospectus, and (ii) since the respective dates as of which information
      is given in the Prospectus there shall not have been any change in the
capital stock or long-term debt of the Company or any of its    
   subsidiaries or any change, or any development reasonably likely to
    result in a prospective change, in or affecting the general affairs,
  management, financial position, stockholders' equity or results of
      operations of the Company, otherwise than as set forth or contemplated
     in the Prospectus, the effect of which, in any such case described in
Clause (i) or (ii), is in the judgment of the Representatives so
  material and adverse as to make it impracticable or inadvisable to
    proceed with the public offering or the delivery of the Shares being
 delivered at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;                                 

             (i) On or after the date hereof there shall not have occurred
        any of the following: (i) a suspension or material limitation in trading
    in securities generally on the New York Stock Exchange or on NASDAQ;
    (ii) a suspension or material limitation in trading in the Company's
      securities on NASDAQ; (iii) a general moratorium on commercial banking
    activities declared by either Federal, New York State or District of
       Columbia authorities; or (iv) the outbreak or escalation of hostilities
        involving the United States or the declaration by the United States of a
       national emergency or war, if the effect of any such event specified in
this Clause (iv) in the judgment of the Representatives makes it
       impracticable or inadvisable to proceed with the public offering or the
      delivery of the Shares being delivered at such Time of Delivery on the
terms and in the manner contemplated in the Prospectus;         

        (j) The Shares to be sold by the Company and the Selling
       Stockholders at such Time of Delivery shall have been duly approved for
quotation on NASDAQ;                                            

              (k) The Company has obtained and delivered to the Underwriters
    executed copies of an agreement from each Selling Stockholder to the
    effect set forth in Subsection 1(b)(iv) hereof in form and substance
satisfactory to you;                                            

          (l) The Company shall have complied with the provisions of
Section 5(c) hereof                                             

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       with respect to furnishing of Prospectuses on the New York Business Day
next succeeding the date of this Agreement; and                 

       (m) The Company and the Selling Stockholders shall have
   furnished or caused to be furnished to you at such Time of Delivery
        certificates of officers of the Company and of the Selling Stockholders,
respectively, satisfactory to you as to the accuracy of the     
representations and warranties of the Company and the Selling   
      Stockholders, respectively, herein at and as of such Time of Delivery,
        as to the performance by the Company and the Selling Stockholders of all
        of their respective obligations hereunder to be performed at or prior to
such Time of Delivery, and as to such other matters as you may  
        reasonably request, and the Company shall have furnished or caused to be
     furnished certificates as to the matters set forth in subsections (a)
and (h) of this Section, and as to such other matters as you may
reasonably request.                                             

       8. (a) The Company and each of the Selling Stockholders listed on Annex
 III, jointly and severally, will indemnify and hold harmless each
        Underwriter against any losses, claims, damages or liabilities, joint or
       several, to which such Underwriter may become subject, under the Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
    actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, the Registration Statement or the   
      Prospectus, or any amendment or supplement thereto, or arise out of or
  are based upon the omission or alleged omission to state therein a
    material fact required to be stated therein or necessary to make the
      statements therein not misleading, and will reimburse each Underwriter
       for any legal or other expenses reasonably incurred by such Underwriter
      in connection with investigating or defending any such action or claim
      as such expenses are incurred; provided, however, that the Company and
     such Selling Stockholders shall not be liable in any such case to the
      extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or
    omission or alleged omission made in any Preliminary Prospectus, the
 Registration Statement or the Prospectus or any such amendment or
      supplement in reliance upon and in conformity with written information
        furnished to the Company by any Underwriter through Goldman, Sachs & Co.
     expressly for use therein; provided, further, that the liability of a
        Selling Stockholder pursuant to this subsection 8(a) and subsection 8(b)
 shall not exceed the product of the number of shares sold by such
       Selling Stockholder and the initial public offering price of the Shares
as set forth in the Prospectus.                                 

            (b) Each of the Selling Stockholders will indemnify and hold
harmless each Underwriter against any losses, claims, damages or
   liabilities, joint or several, to which such Underwriter may become
    subject, under the Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or
   are based upon an untrue statement or alleged untrue statement of a
       material fact contained in any Preliminary Prospectus, the Registration
       Statement or the Prospectus, or any amendment or supplement thereto, or
        arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to     

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 the extent, but only to the extent, that such untrue statement or
        alleged untrue statement or omission or alleged omission was made in any
       Preliminary Prospectus, the Registration Statement or the Prospectus or
        any such amendment or supplement in reliance upon and in conformity with
        written information furnished to the Company by such Selling Stockholder
      expressly for use therein; and will reimburse each Underwriter for any
  legal or other expenses reasonably incurred by such Underwriter in
      connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that such Selling
       Stockholder shall not be liable in any such case to the extent that any
       such loss, claim, damage or liability arises out of or is based upon an
   untrue statement or alleged untrue statement or omission or alleged
       omission made in any Preliminary Prospectus, the Registration Statement
      or the Prospectus of any such amendment or supplement in reliance upon
      and in conformity with written information furnished to the Company by
       any Underwriter through Goldman, Sachs & Co. expressly for use therein;
       provided, further, that the liability of a Selling Stockholder pursuant
        to subsection 8(a) and this subsection 8(b) shall not exceed the product
        of the number of shares sold by such Selling Stockholder and the initial
   public offering price of the Shares as set forth in the Prospectus.

         (c) Each Underwriter will indemnify and hold harmless the
        Company and each Selling Stockholder against any losses, claims, damages
   or liabilities to which the Company or such Selling Stockholder may
   become subject, under the Act or otherwise, insofar as such losses,
        claims, damages or liabilities (or actions in respect thereof) arise out
       of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in any Preliminary Prospectus, the    
        Registration Statement or the Prospectus, or any amendment or supplement
  thereto, or arise out of or are based upon the omission or alleged
       omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein not misleading, in each case
    to the extent, but only to the extent, that such untrue statement or
        alleged untrue statement or omission or alleged omission was made in any
       Preliminary Prospectus, the Registration Statement or the Prospectus or
        any such amendment or supplement in reliance upon and in conformity with
        written information furnished to the Company by such Underwriter through
      Goldman, Sachs & Co. expressly for use therein; and will reimburse the
    Company and each Selling Stockholder for any legal or other expenses
 reasonably incurred by the Company or such Selling Stockholder in
      connection with investigating or defending any such action or claim as
such expenses are incurred.                                     

        (d) Promptly after receipt by an indemnified party under
     subsection (a), (b) or (c) above of notice of the commencement of any
      action, such indemnified party shall, if a claim in respect thereof is
      to be made against an indemnifying party under such subsection, notify
      the indemnifying party in writing of the commencement thereof; but the
      omission so to notify the indemnifying party shall not relieve it from
       any liability which it may have to any indemnified party otherwise than
       under such subsection. In case any such action shall be brought against
       any indemnified party and it shall notify the indemnifying party of the
 commencement thereof, the indemnifying party shall be entitled to
       participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
thereof, with counsel                                           

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        satisfactory to such indemnified party (which shall not, except with the
        consent of the indemnified party, be counsel to the indemnifying party),
       and, after notice from the indemnifying party to such indemnified party
        of its election so to assume the defense thereof, the indemnifying party
       shall not be liable to such indemnified party under such subsection for
       any legal expenses of other counsel or any other expenses, in each case
       subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No
        indemnifying party shall, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry
    of any judgment with respect to, any pending or threatened action or
       claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or 
potential party to such action or claim) unless such settlement,
   compromise or judgment (i) includes an unconditional release of the
        indemnified party from all liability arising out of such action or claim
     and (ii) does not include a statement as to or an admission of fault,
   culpability or a failure to act, by or on behalf of any indemnified
party.                                                          

            (e) If the indemnification provided for in this Section 8 is
    unavailable to or insufficient to hold harmless an indemnified party
        under subsection (a), (b) or (c) above in respect of any losses, claims,
  damages or liabilities (or actions in respect thereof) referred to
    therein, then each indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a result of such losses,
      claims, damages or liabilities (or actions in respect thereof) in such
      proportion as is appropriate to reflect the relative benefits received
   by the Company and the Selling Stockholders on the one hand and the
       Underwriters on the other from the offering of the Shares. If, however,
    the allocation provided by the immediately preceding sentence is not
      permitted by applicable law or if the indemnified party failed to give
      the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such   
     indemnified party in such proportion as is appropriate to reflect not
      only such relative benefits but also the relative fault of the Company
        and the Selling Stockholders on the one hand and the Underwriters on the
      other in connection with the statements or omissions which resulted in
  such losses, claims, damages or liabilities (or actions in respect
     thereof), as well as any other relevant equitable considerations. The
      relative benefits received by the Company and the Selling Stockholders
       on the one hand and the Underwriters on the other shall be deemed to be
     in the same proportion as the total net proceeds from the offering of
     the Shares purchased under this Agreement (before deducting expenses)
      received by the Company and the Selling Stockholders bear to the total
        underwriting discounts and commissions received by the Underwriters with
     respect to the Shares purchased under this Agreement, in each case as
        set forth in the table on the cover page of the Prospectus. The relative
      fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
      information supplied by the Company or the Selling Stockholders on the
   one hand or the Underwriters on the other and the parties' relative
      intent, knowledge, access to information and opportunity to correct or
    prevent such statement or omission. The Company, each of the Selling
     Stockholders and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (e) were 
determined by pro rata allocation                               

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      (even if the Underwriters were treated as one entity for such purpose)
       or by any other method of allocation which does not take account of the
      equitable considerations referred to above in this subsection (e). The
 amount paid or payable by an indemnified party as a result of the
      losses, claims, damages or liabilities (or actions in respect thereof)
       referred to above in this subsection (e) shall be deemed to include any
        legal or other expenses reasonably incurred by such indemnified party in
    connection with investigating or defending any such action or claim.
     Notwithstanding the provisions of this subsection (e), no Underwriter
     shall be required to contribute any amount in excess of the amount by
which the total price at which the Shares underwritten by it and
       distributed to the public were offered to the public exceeds the amount
        of any damages which such Underwriter has otherwise been required to pay
   by reason of such untrue or alleged untrue statement or omission or
  alleged omission. No person guilty of fraudulent misrepresentation
     (within the meaning of Section 11(f) of the Act) shall be entitled to
  contribution from any person who was not guilty of such fraudulent
       misrepresentation. The Underwriters' obligations in this subsection (e)
        to contribute are several in proportion to their respective underwriting
obligations and not joint.                                      

               (f) The obligations of the Company and the Selling Stockholders
    under this Section 8 shall be in addition to any liability which the
      Company and the respective Selling Stockholders may otherwise have and
    shall extend, upon the same terms and conditions, to each person, if
        any, who controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall be in
addition to any liability which the respective Underwriters may 
       otherwise have and shall extend, upon the same terms and conditions, to
        each officer and director of the Company and to each person, if any, who
     controls the Company or any Selling Stockholder within the meaning of
the Act.                                                        

     9. (a) If any Underwriter shall default in its obligation to purchase
 the Shares which it has agreed to purchase hereunder at a Time of
        Delivery, you may in your discretion arrange for you or another party or
       other parties to purchase such Shares on the terms contained herein. If
        within thirty-six hours after such default by any Underwriter you do not
 arrange for the purchase of such Shares, then the Company and the
        Selling Stockholders shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties    
       satisfactory to you to purchase such Shares on such terms. In the event
      that, within the respective prescribed periods, you notify the Company
       and the Selling Stockholders that you have so arranged for the purchase
      of such Shares, or the Company and the Selling Stockholders notify you
      that they have so arranged for the purchase of such Shares, you or the
     Company and the Selling Stockholders shall have the right to postpone
        such Time of Delivery for a period of not more than seven days, in order
to effect whatever changes may thereby be made necessary in the 
      Registration Statement or the Prospectus, or in any other documents or
       arrangements, and the Company agrees to file promptly any amendments to
      the Registration Statement or the Prospectus which in your opinion may
 thereby be made necessary. The term "Underwriter" as used in this
      Agreement shall include any person substituted under this Section with
 like effect as if such person had originally been a party to this
Agreement with respect to                                       

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such Shares.                                                    

                (b) If, after giving effect to any arrangements for the purchase
        of the Shares of a defaulting Underwriter or Underwriters by you and the
  Company and the Selling Stockholders as provided in subsection (a)
    above, the aggregate number of such Shares which remains unpurchased
  does not exceed one-eleventh of the aggregate number of all of the
     Shares to be purchased at such Time of Delivery, then the Company and
the Selling Stockholders shall have the right to require each   
      non-defaulting Underwriter to purchase the number of Shares which such
      Underwriter agreed to purchase hereunder at such Time of Delivery and,
       in addition, to require each non-defaulting Underwriter to purchase its
    pro rata share (based on the number of Shares which such Underwriter
agreed to purchase hereunder) of the Shares of such defaulting  
     Underwriter or Underwriters for which such arrangements have not been
    made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.                                      

                (c) If, after giving effect to any arrangements for the purchase
        of the Shares of a defaulting Underwriter or Underwriters by you and the
  Company and the Selling Stockholders as provided in subsection (a)
    above, the aggregate number of such Shares which remains unpurchased
       exceeds one-eleventh of the aggregate number of all of the Shares to be
     purchased at such Time of Delivery, or if the Company and the Selling
     Stockholders shall not exercise the right described in subsection (b)
    above to require non-defaulting Underwriters to purchase Shares of a
     defaulting Underwriter or Underwriters, then this Agreement (or, with
respect to the Second Time of Delivery, the obligations of the  
        Underwriters to purchase and of the Company to sell the Optional Shares)
shall thereupon terminate, without liability on the part of any 
      non-defaulting Underwriter or the Company or the Selling Stockholders,
  except for the expenses to be borne by the Company and the Selling
     Stockholders and the Underwriters as provided in Section 6 hereof and
  the indemnity and contribution agreements in Section 8 hereof; but
        nothing herein shall relieve a defaulting Underwriter from liability for
its default.                                                    

       10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several   
Underwriters, as set forth in this Agreement or made by or on behalf of them,   
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)    
made by or on behalf of any Underwriter or any controlling person of any        
Underwriter, or the Company, or any of the Selling Stockholders, or any officer 
or director or controlling person of the Company, or any controlling person of  
any Selling Stockholder, and shall survive delivery of and payment for the      
Shares.                                                                         

       11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any        
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the     
Company and the Selling Stockholders as provided herein, the Company and each of
the Selling Stockholders pro rata (based on the number of Shares to be sold by  
the Company and such Selling Stockholder hereunder) will reimburse the          
Underwriters through you for all out-of-pocket expenses approved in writing by  
you, including                                                                  

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fees and disbursements of counsel, reasonably incurred by the Underwriters in   
making preparations for the purchase, sale and delivery of the Shares not so    
delivered, but the Company and the Selling Stockholders shall then be under no  
further liability to any Underwriter in respect of the Shares not so delivered  
except as provided in Sections 6 and 8 hereof.                                  

     12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any 
statement, request, notice or agreement on behalf of any Underwriter made or    
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the         
representatives; and in all dealings with any Selling Stockholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,  
notice or agreement on behalf of such Selling Stockholder made or given by any  
or all of the Attorneys-in-Fact for such Selling Stockholder.                   

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration         
Department; if to any Selling Stockholder shall be delivered or sent by mail,   
telex or facsimile transmission to counsel for such Selling Stockholder at its  
address set forth in Schedule II hereto; and if to the Company shall be         
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 8(d) hereof shall
be delivered or sent by mail, telex or facsimile transmission to such           
Underwriter at its address set forth in its Underwriters' Questionnaire or telex
constituting such Questionnaire, which address will be supplied to the Company  
or the Selling Stockholders by you upon request. Any such statements, requests, 
notices or agreements shall take effect upon receipt thereof.                   

 13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholders and, to  
the extent provided in Sections 8 and 10 hereof, the officers and directors of  
the Company and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,         
successors and assigns, and no other person shall acquire or have any right     
under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such      
purchase.                                                                       

       14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in          
Washington, D.C. is open for business.                                          

        15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.                                              

    16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an    
original, but all such counterparts shall together constitute one and the same  
instrument.                                                                     

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      If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and for each of the Representatives plus   
one for each counsel and the Custodian, counterparts hereof, and upon the       
acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof shall constitute a binding agreement among each of the   
Underwriters, the Company and each of the Selling Stockholders. It is understood
that your acceptance of this letter on behalf of each of the Underwriters is    
pursuant to the authority set forth in a form of Agreement among Underwriters   
(U.S. Version), the form of which shall be submitted to the Company and the     
Selling Stockholders for examination upon request, but without warranty on your 
part as to the authority of the signers thereof.                                

      Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing  
and binding Power of Attorney which authorizes such Attorney-in-Fact to take    
such action.                                                                    

                         Very truly yours,

                         CIENA CORPORATION

                                         By:______________________________

                                         ---------------------------------

                                         ---------------------------------

                                         ---------------------------------

                                           By:    ____________________________
                           Name:
                            Title:

                                            As Attorney-in-Fact acting on behalf
                                           of each of the Selling Stockholders
                                    named in Schedule II to this
                  Agreement.

Accepted as of the date hereof:                                                 

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Goldman, Sachs & Co.                                                            
Alex. Brown & Sons Incorporated                                                 
Wessels, Arnold & Henderson, L.L.C.                                             

By:  _____________________________                                              
(Goldman, Sachs & Co.)                                          

On behalf of each of the Underwriters                                           

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SCHEDULE I

                                                                [Download Table]

                                                     NUMBER OF OPTIONAL
                                                     SHARES TO BE      
                                    TOTAL NUMBER OF  SOLD IF           
                                    FIRM SHARES      MAXIMUM OPTION    
                                    TO BE SOLD       EXERCISED         
                                    ----------       ---------         
        UNDERWRITER                                                    
        -----------                                                    
                                                                       
Goldman, Sachs & Co.                                                   
Alex. Brown & Sons Incorporated                                        
Wessels, Arnold & Henderson, L.L.C.                                    

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 SCHEDULE II

                                                                [Download Table]

                                               NUMBER OF OPTIONAL
                                               SHARES TO BE      
                              TOTAL NUMBER OF  PURCHASED IF      
                              FIRM SHARES      MAXIMUM OPTION    
                              TO BE PURCHASED  EXERCISED         
                              ---------------  ---------         
                                                                 
The Company.                                                     
The Selling Stockholders:(a)                                     

        (a)These Selling Stockholders are represented by _______________________
and have appointed _______________, _________________ and ______________, and   
each of them, as the Attorneys-in-Fact for such Selling Stockholders.           

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                                                                         ANNEX I

 DESCRIPTION OF COMFORT LETTER

       Pursuant to Section 7(g) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:                   

          (i) They are independent certified public accountants with
       respect to the Company within the meaning of the Act and the applicable
published rules and regulations thereunder;                     

       (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules (and, if applicable,
       financial forecasts and/or pro forma financial information) examined by
        them and included in the Prospectus or the Registration Statement comply
  as to form in all material respects with the applicable accounting
       requirements of the Act and the related published rules and regulations
     thereunder; and, if applicable, they have made a review in accordance
        with standards established by the American Institute of Certified Public
       Accountants of the unaudited consolidated interim financial statements,
   selected financial data, pro forma financial information, financial
    forecasts and/or condensed financial statements derived from audited
     financial statements of the Company for the periods specified in such
        letter, as indicated in their reports thereon, copies of which have been
    furnished separately to the representatives of the Underwriters (the
"Representatives") and are attached hereto;                     

          (iii) They have made a review in accordance with standards
        established by the American Institute of Certified Public Accountants of
       the unaudited condensed consolidated statements of income, consolidated
        balance sheets and consolidated statements of cash flows included in the
    Prospectus as indicated in their reports thereon copies of which are
  attached hereto and on the basis of specified procedures including
 inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited
    condensed consolidated financial statements referred to in paragraph
    (vi)(A)(i) below comply as to form in all material respects with the
       applicable accounting requirements of the Act and the related published
       rules and regulations, nothing came to their attention that caused them
to believe that the unaudited condensed consolidated financial  
     statements do not comply as to form in all material respects with the
       applicable accounting requirements of the Act and the related published
rules and regulations;                                          

              (iv) The unaudited selected financial information with respect
       to the consolidated results of operations and financial position of the
        Company for the five most recent fiscal years included in the Prospectus
agrees with the corresponding amounts (after restatements where 
     applicable) in the audited consolidated financial statements for such
five fiscal years;                                              

              (v) They have compared the information in the Prospectus under
selected captions                                               

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      with the disclosure requirements of Regulation S-K and on the basis of
 limited procedures specified in such letter nothing came to their
     attention as a result of the foregoing procedures that caused them to
       believe that this information does not conform in all material respects
   with the disclosure requirements of Items 301, 302, 402 and 503(d),
respectively, of Regulation S-K;                                

            (vi) On the basis of limited procedures, not constituting an
     examination in accordance with generally accepted auditing standards,
       consisting of a reading of the unaudited financial statements and other
        information referred to below, a reading of the latest available interim
      financial statements of the Company, inspection of the minute books of
     the Company and its subsidiaries since the date of the latest audited
       financial statements included in the Prospectus, inquiries of officials
        of the Company responsible for financial and accounting matters and such
  other inquiries and procedures as may be specified in such letter,
 nothing came to their attention that caused them to believe that:

        (A) (i) the unaudited consolidated statements of income,
     consolidated balance sheets and consolidated statements of cash flows
   included in the Prospectus do not comply as to form in all material
       respects with the applicable accounting requirements of the Act and the
related published rules and regulations, or (ii) any material   
    modifications should be made to the unaudited condensed consolidated
  statements of income, consolidated balance sheets and consolidated
     statements of cash flows included in the Prospectus for them to be in
conformity with generally accepted accounting principles;       

               (B) any other unaudited income statement data and balance sheet
    items included in the Prospectus do not agree with the corresponding
        items in the unaudited consolidated financial statements from which such
       data and items were derived, and any such unaudited data and items were
     not determined on a basis substantially consistent with the basis for
the corresponding amounts in the audited consolidated financial 
statements included in the Prospectus;                          

              (C) the unaudited financial statements which were not included
     in the Prospectus but from which were derived any unaudited condensed
       financial statements referred to in Clause (A) and any unaudited income
     statement data and balance sheet items included in the Prospectus and
      referred to in Clause (B) were not determined on a basis substantially
consistent with the basis for the audited consolidated financial
statements included in the Prospectus;                          

            (D) any unaudited pro forma consolidated condensed financial
     statements included in the Prospectus do not comply as to form in all
        material respects with the applicable accounting requirements of the Act
   and the published rules and regulations thereunder or the pro forma
       adjustments have not been properly applied to the historical amounts in
the compilation of those statements;                            

               (E) as of a specified date not more than five days prior to the
    date of such letter, there have been any changes in the consolidated
capital stock (other than                                       

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EX-1.1 33rd Page of 41 TOC 1st Previous Next ↓Bottom Just 33rd
issuances of capital stock upon exercise of options and stock   
  appreciation rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were  
      outstanding on the date of the latest financial statements included in
     the Prospectus) or any increase in the consolidated long-term debt of
   the Company, or any decreases in consolidated net current assets or
        stockholders' equity or other items specified by the Representatives, or
    any increases in any items specified by the Representatives, in each
        case as compared with amounts shown in the latest balance sheet included
in the Prospectus, except in each case for changes, increases or
      decreases which the Prospectus discloses have occurred or may occur or
which are described in such letter; and                         

        (F) for the period from the date of the latest financial
       statements included in the Prospectus to the specified date referred to
      in Clause (E) there were any decreases in consolidated net revenues or
      operating profit or the total or per share amounts of consolidated net
        income or other items specified by the Representatives, or any increases
       in any items specified by the Representatives, in each case as compared
   with the comparable period of the preceding year and with any other
       period of corresponding length specified by the Representatives, except
      in each case for decreases or increases which the Prospectus discloses
     have occurred or may occur or which are described in such letter; and

         (vii) In addition to the examination referred to in their
report(s) included in the Prospectus and the limited procedures,
      inspection of minute books, inquiries and other procedures referred to
 in paragraphs (iii) and (vi) above, they have carried out certain
        specified procedures, not constituting an examination in accordance with
       generally accepted auditing standards, with respect to certain amounts,
       percentages and financial information specified by the Representatives,
     which are derived from the general accounting records of the Company,
    which appear in the Prospectus, or in Part II of, or in exhibits and
schedules to, the Registration Statement specified by the       
       Representatives, and have compared certain of such amounts, percentages
        and financial information with the accounting records of the Company and
have found them to be in agreement.                             

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                                                                      ANNEX I(a)

COMFORT LETTER DELIVERED PRIOR TO EXECUTION OF THIS AGREEMENT 

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                                                                      ANNEX I(b)

UPDATED COMFORT LETTER

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                                                                     ANNEX II(a)

 OPINION OF UNDERWRITERS COUNSEL

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                                                                     ANNEX II(b)

OPINION OF COMPANY COUNSEL

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                                                                     ANNEX II(c)

OPINION OF GENERAL COUNSEL FOR THE COMPANY

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                                                                     ANNEX II(d)

 OPINION OF SPECIAL PATENT COUNSEL

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                                                                     ANNEX II(e)

 OPINION OF COUNSEL FOR SELLING STOCKHOLDERS

-10-

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                                                                       ANNEX III

CERTAIN SELLING STOCKHOLDERS

              -11-

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/12/97
	5/22/97	8		10-Q
				List all Filings

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Filing Submission 0000950133-97-002177 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ciena Corp – ‘S-1/A’ on 6/12/97 – EX-1.1

As of: Thursday, 6/12/97 · Accession #: 950133-97-2177 · File #: 333-28325

Previous ‘S-1’: ‘S-1/A’ on 6/6/97 · Next & Latest: ‘S-1/A’ on 7/1/97

Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-1.1 — Form of U.S. Underwriting Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents