Common use of Agreements of the Company Clause in Contracts

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare will, upon request of ------------------------- Abbott, execute such financing statements and other documents (and pay the Prospectus cost of filing or recording the same in relation all public offices reasonably deemed appropriate by Abbott) and do such other acts and things, all as Abbott may from time to time reasonably request, to establish and maintain a valid security interest in the applicable Designated Securities in a form approved by Collateral (free of all other liens, claims and rights of third parties whatsoever) to secure the Representatives payment of the Liabilities; (b) will keep all its Inventory at, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act will not later than the Commission’s close maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at ----------- -- such other addresses of which the second business day following Company shall have given Abbott not less than 10 days' prior written notice, (c) will keep its records concerning the execution and delivery Non-Tangible Collateral in such a manner as will enable Abbott or its designees to determine at any time the status of the Pricing Agreement relating Non-Tangible Collateral; (d) will furnish Abbott such information concerning the Company, the Collateral and the Account Debtors as Abbott may from time to time reasonably request; (e) will permit Abbott and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheetexistence of a Default) to inspect the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing ProspectusCompany's Inventory pledged hereunder, and to inspect, audit and make no further amendment or any supplement copies of and extracts from all records and other papers in the possession of the Company pertaining to the Registration Statement Collateral, and will, upon request of Abbott during the existence of a Default, deliver to Abbott all of such records and papers;(f) except for the sale or Prospectus after lease of Inventory in the date ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, will not sell, lease, assign or create or permit to exist any lien or security interest on any Collateral; (g) will at all times keep all of its Inventory pledged hereunder insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to Abbott as its interest may appear (it being understood that (A) so long as no Default exists, Abbott shall deliver any proceeds of such insurance which may be received by it to the Company and (B) whenever a Default exists, Abbott may apply any proceeds of such insurance which may be received by it toward payment of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such SecuritiesLiabilities, whether or not due, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly order of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (application as defined belowAbbott may determine), and during such same period policies or certificates thereof shall, if Abbott so requests, be deposited with or furnished to advise Abbott; (h) will take such actions as are reasonably necessary to keep its Inventory pledged hereunder in good repair and condition; (i) will take such actions as are reasonably necessary to keep its Equipment pledged hereunder in good repair and condition and in good working order, ordinary wear and tear excepted; (j) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the Representativesownership, promptly after it receives notice hereofoperation, of the time when any amendment to the Registration Statement has been filed possession, maintenance or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating its Equipment pledged hereunder and other Goods; (k) will, upon request of Abbott, (i) cause to be noted on the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 andapplicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of Abbott in the Equipment covered thereby, and (ii) deliver all such certificates to Abbott or its designees; (l) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (m) will keep all of the issuance of tangible Collateral in the United States; and (n) will reimburse Abbott for all expenses, including reasonable attorney's fees and charges, incurred by Abbott in seeking to collect or enforce any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date rights in respect of the public offering of Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealerCompany.

Agreements of the Company. The Company hereby agrees with each of the Underwriters of any Designated SecuritiesInitial Purchaser as follows: (a) To prepare advise the Prospectus in relation to the applicable Designated Securities in a form approved Initial Purchaser promptly and, if requested by the Representatives and to file Initial Purchaser, confirm such Prospectus advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Rule 424(bSection 5(e) under hereof, or the Securities Act not later than the Commission’s close initiation of business on the second business day following the execution any proceeding by any state securities commission or other federal or state regulatory authority for such purpose and delivery (ii) of the Pricing Agreement relating happening of any event during the period referred to in Section 5(c) hereof that makes any statement of a material fact made in the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B Preliminary Offering Circular or 430C under the Securities Act; to file Final Offering Circular untrue or that requires the making of any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer additions to or file changes in the Preliminary Offering Circular or the Final Offering Circular in order to make the statements therein not misleading. The Company shall use its best efforts to prevent the issuance of any Issuer Free Writing Prospectusstop order or order suspending the qualification or exemption of any of Series A Notes under any state securities or Blue Sky laws, and to make no further amendment if at any time any state securities commission or any supplement to other federal or state regulatory authority shall issue an order suspending the Registration Statement qualification or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly exemption of any Series A Notes under any state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such amendment or supplement after such Time of Delivery and furnish order at the Representatives with copies thereofearliest possible time. (b) To file promptly all reports furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Company as many copies of the Preliminary Offering Circular and the Final Offering Circular, and any definitive proxy amendments or information statements required supplements thereto, as the Initial Purchaser may reasonably request. Subject to be filed by the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 8 hereof, the Company with the Commission pursuant consents to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Offering Circular and the Final Offering Circular, and any prospectus relating to the Securities or of any proceeding amendments and supplements thereto required pursuant to Section 8A of the Securities Acthereto, of the suspension of the qualification of such Securities 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, Initial Purchaser in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means connection with Exempt Resales. (c) During such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities Initial Purchaser an Offering Circular is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales Exempt Resales by the Initial Purchaser and in connection with market-making activities of the Initial Purchaser for so long as any Series A Notes are outstanding, (i) not to make any amendment or supplement to the Offering Circular of which the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser shall reasonably object after being so advised and (ii) to prepare promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Circular which may be necessary or advisable in connection with such Exempt Resales or such market-making activities. (d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the judgment of the Company or in the reasonable judgment of counsel to the Initial Purchaser, it becomes necessary to amend or supplement the Offering Circular in order to make the statements therein, in the light of the circumstances when such Offering Circular is delivered to an Eligible Purchaser, not misleading, or if, in the reasonable judgment of counsel to the Initial Purchaser, it is necessary to amend or supplement the Offering Circular to comply with any applicable law, forthwith to notify the Initial Purchaser and to prepare an appropriate amendment or supplement to such Offering Circular so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Offering Circular will comply with applicable law, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request. (e) Prior to the sale of all Series A Notes pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of the Series A Notes for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and to continue such qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation, other than as to matters and transactions relating to the Preliminary Offering Circular, the Final Offering Circular or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) To apply the proceeds from the sale of the Series A Notes as set forth under the caption "Use of Proceeds" in the Offering Circular and to comply with the provisions of the Collateral Documents concerning disbursement of funds, subject to such procedural modifications that are permitted under the Cash Collateral and Disbursement Agreement (as defined in the Indenture). (g) So long as any Notes are outstanding, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Company and its subsidiaries on a consolidated basis (and similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Company's independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (h) So long as the Notes are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished by the Company to its security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company or its subsidiaries as the Initial Purchaser may reasonably request. (i) So long as any of the Series A Notes remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make available to any holder of Series A Notes in connection with any sale thereof and any prospective purchaser of such Series A Notes from such holder, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act. (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Company and accountants of the Company in connection with the sale and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, and all other fees or expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Circular, the Final Offering Circular and all amendments and supplements to any of the foregoing (including financial statements) specified in Section 5(b) and 5(c) prior to or during the period specified in Section 5(c), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A Notes, (iv) the performance by the Company of its other obligations under this Agreement and the other Operative Documents, (v) all expenses in connection with the registration or qualification of the Series A Notes for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (vi) the cost of printing certificates representing the Series A Notes, (vii) all expenses and listing fees in connection with the application for quotation of the Series A Notes on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") system of the National Association of Securities Dealers, Inc. ("NASD"), (viii) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Notes, (ix) the costs and charges of any transfer agent, registrar or depositary (including DTC), (x) any fees charged by rating agencies for the rating of the Notes, (xi) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, (xii) the fees and expenses of the Disbursement Agent (as defined in the Indenture) pursuant to the Cash Collateral and Disbursement Agreement, (xiii) "roadshow" travel and other expenses incurred in connection with the marketing and sale of the Notes, (xiv) all fees, disbursements and out-of-pocket expenses incurred by the Initial Purchaser (including, without limitation, the fees and disbursements of counsel for the Initial Purchaser up to $450,000 unless otherwise agreed to in writing by the Company, travel and lodging expenses, word processing charges, messenger and duplicating services, facsimile expenses and other customary expenditures) and (xv) and all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. (k) To use its reasonable best efforts to effect the inclusion of the Series A Notes in PORTAL and to maintain the listing of the Series A Notes on PORTAL for so long as any Series A Notes are outstanding. (l) To obtain the approval of DTC for "book-entry" transfer of the Notes, and to comply with all of its agreements set forth in the representation letters of the Company to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (m) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Notes (other than the Notes), without the prior written consent of the Initial Purchaser. (n) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Series A Notes under the Act. (o) To the extent it may lawfully do so, not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes. (p) To cause the Exchange Offer to be made in the appropriate form to permit the Series B Notes registered pursuant to the Act to be offered in exchange for the Series A Notes and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (q) To comply with all of its agreements set forth in the Registration Rights Agreement. (r) To diligently seek the issuance of any Authorization (as defined herein) which is necessary for the Company to develop, own and operate the Riviera Black Hawk (as defined in the Indenture) to be issued, including without limitation, any necessary Authorization to be issued by any Underwriter Gaming Authority (as defined in the Indenture) or dealerLiquor Licensing Authority (as defined in the Indenture). (s) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Notes.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealerdealer (the “Prospectus Delivery Period”), file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) During the Prospectus Delivery Period, the Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, or pursuant to Section 8A of the Securities Act, (iv) of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished or otherwise publicly available, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) At the Time of Sale, and thereafter from time to time during the Prospectus Delivery Period, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, in connection with the offering or sale of the Securities during the Prospectus Delivery Period. If during the Prospectus Delivery Period, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (h) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states of the United States, the provinces of Canada and similar laws of such other jurisdictions as the Underwriters may request, and will maintain such qualification and registrations in effect so long as required for the distribution of the Securities. Notwithstanding the foregoing, the Company will not be required to qualify as a foreign corporation where it is not presently qualified or to take any action that would subject it to general service of process or general taxation in any such jurisdiction where it is not now so subject. (i) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (j) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (iv) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (v) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vi) counsel to the Company, (vii) the rating of the Securities by one or more rating agencies, (viii) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (ix) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (x) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (k) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 10 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if the Underwriters decline to purchase the Securities because any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date or the relevant Delivery Date, as the case may be, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (l) The Company will not at any time, directly or indirectly, take any action described in Section 3(w) hereof, provided that no agreement is made herein as to the activities of any Underwriter. (m) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company with a term of over one year other than (i) the Securities, (ii) the incurrence of inter-company indebtedness or (iii) the incurrence of term loan indebtedness not to exceed $200 million. (n) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (o) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (p) The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriters: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form reasonably approved by the Representatives you and to file such the Prospectus pursuant to Rule 424(b) under the Securities Act not later than within the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Actperiod prescribed; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheetterm sheet substantially in the form of Schedule III hereto) to the extent required by Rule 433 under the Securities ActAct within the time period prescribed; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved objected to by the Representatives for such Securities you promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representativesyou, promptly after it receives notice hereofthereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus prospectus has been filedfiled and to furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; to furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., or mailed for filingNew York City time, on the second business day succeeding the date of this Agreement in such quantities as the Representatives may reasonably request; 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 prospectus relating to Preliminary Prospectus or the Securities or of any proceeding pursuant to Section 8A of the Securities ActProspectus, of the suspension of the qualification of such Securities the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purposepurpose or pursuant to Section 8A of the Securities Act, or of any request by the Commission for the amending amendment or supplementing supplement of the Registration Statement Statement, any Preliminary Prospectus or the Prospectus or for additional information information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order. (b) To furnish to the Underwriters a copy of each proposed Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Free Writing Prospectus to which you reasonably object. (c) Unless otherwise consented to by you in writing, not to take any action that would result in the Underwriters or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (d) If the Disclosure Package is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is necessary to amend or supplement the Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its withdrawal; own expense, to the Underwriters and to any dealer upon request (whose name and address is supplied to the Company), either amendments or supplements to the Disclosure Package so that the statements in the Disclosure Package as used hereinso amended or supplemented will not, in the term “Prospectus Delivery Period” means light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Disclosure Package, as amended or supplemented, will comply with applicable law. (e) If, during such period of time after the first date of the public offering of the Designated Securities Notes as the Prospectus (or in lieu thereof the opinion of counsel for the Underwriters a prospectus relating notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or required in lieu thereof the notice referred to be delivered but for in Rule 172 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Notes may have been sold by the Underwriters on behalf of the Underwriters and to any other dealers upon request (whose names and addresses are supplied to the Company), either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. (f) Promptly from time to time to take such actions as you may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as you have requested 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 Notes, provided that in connection with sales therewith the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process or general taxation in any jurisdiction. (g) As soon as practicable, but not later than the Availability Date (as defined below), to make generally available to its security holders an earnings statement of the Company covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Securities Act (it being agreed that for the purpose of this subsection 5(g) only, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the effective date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such Securities by any Underwriter or dealerfourth fiscal quarter).

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To In respect of the offering of the Shares contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby, the name of the Underwriter participating in the offering of the Shares and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the public offering price, the selling concession and reallowance if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus Underwriter pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as the Underwriter shall specify as soon as practicable after the date of this Agreement in such quantities as the Underwriter may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, to advise the Underwriter promptly and, if requested by the Underwriter, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Shares, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to the Underwriter, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in including all exhibits and documents incorporated therein by reference, and to furnish to the event Underwriter such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as the Underwriter may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Securities Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxxlgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or suspending the Exchange Act in connection with sales of Shares, not to file any such qualificationamendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which the Underwriter shall not previously have been advised or to which the Underwriter or Davis Polk & Wardwell shall reasonably object; and to prepxxx xxx xxle with the Commission, promptly upon the Underwriter's reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by the Underwriter, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxxlgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Davis Polk & Wardwell a prospectus relating to the Securities is required by law to bx xxxxxxxed xx xxxnection with sales by the Underwriter or a dealer, to furnish to the Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e), any event shall occur as a result of which, in the opinion of Davis Polk & Wardwell, it becomes necessary to amend or supplxxxxx xxx Prospectus ix order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be delivered misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as the Underwriter shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Shares, (i) to cooperate with the Underwriter and Davis Polk & Wardwell (or such other local counsel as may be xxxxxxxxxx bx xxx Xnderwriter) in connection with the registration or qualification of the Shares for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as the Underwriter may request, (ii) to continue such qualification in effect so long as required for distribution of the Shares, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with the Underwriter and Davis Polk & Wardwell in connection with the review of the oxxxxxxx xx thx Xxxxxx contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Common Shares a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to the Underwriter as soon as available a copy of each report or other publicly available information of the Company mailed to the holders of Common Shares or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as the Underwriter may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), the Prospectus, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such Securities registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Shares contemplated hereby, (vi) all costs and expenses incidental to the listing of the Shares on the NYSE, (vii) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by any the Underwriter or dealerby dealers to whom Shares may be sold and (viii) the cost of the preparation, issuance and delivery of certificates representing the Shares, including the charges of any transfer agent or registrar. (m) To use its best efforts to list the Shares on the NYSE and to maintain the listing of the Common Shares on the NYSE for a period of five years after the Closing Date hereunder. (n) To use its best efforts to qualify for the year ended December 31, 1998 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (o) To apply the net proceeds of the offering of Shares contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (p) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date, and to satisfy all conditions precedent to the delivery of the Shares.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Bonds and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act, and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Bonds is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Bonds for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for their review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Bonds. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Bonds is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company’s receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Bonds by the Underwriters (and references herein to the “Registration Statement” shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Bonds is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives an earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Bonds; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Bonds are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) In connection with the offering of the Bonds, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Bonds, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest in any Bonds or attempt to induce any person to purchase any Bonds or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Bonds. (k) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Bonds.

Agreements of the Company. The Company hereby agrees with each of the Underwriters of any Designated Securitiesthat it shall: (a) To prepare use its best efforts to (i) commence the Prospectus in relation Chapter 11 Cases (such date, the “Filing Date”) no later than February 3, 2010, and file such “first day” pleadings on the Filing Date that are reasonably satisfactory to the applicable Designated Securities Requisite Secured Noteholders, and obtain debtor-in-possession financing and use of cash collateral on terms that are satisfactory to the Requisite Secured Noteholders; (ii) obtain an interim order approving the Company’s motion for debtor-in-possession financing within three (3) business days of the Filing Date; (iii) obtain a final order approving the Company’s motion for debtor-in-possession financing within forty-five (45) days of the Filing Date; (iv)file the Plan and the Disclosure Statement with the Bankruptcy Court within sixty (60) calendar days of the Filing Date; (v) obtain Bankruptcy Court approval of the Disclosure Statement within ninety (90) calendar days of the Filing Date; (vi) obtain an order of the Bankruptcy Court confirming the Plan within one hundred and fifty (150) calendar days of the Filing Date; and (vii) consummate the Plan and the Restructuring Transactions on or prior to the date that is one hundred and sixty-five (165) calendar days after the Filing Date (the “Effective Date”); (b) not assert, or support any assertion by any third party, that, prior to issuing any termination notice pursuant to Section 4 hereof, a Secured Consenting Holder is required to obtain relief from the automatic stay from the Bankruptcy Court (and hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice); (c) prepare or cause the preparation, as soon as practicable after the date hereof, of each of the Plan, the Disclosure Statement and the other Definitive Documents, each containing terms and conditions materially consistent with the Plan Term Sheet, and to distribute such documents and afford reasonable opportunity of comment and review to the respective legal and financial advisors for the Secured Consenting Holders in a form approved advance of any filing thereof; (d) shall not (A) directly or indirectly seek, solicit, support or encourage the formulation, preparation, filing or prosecution of any plan, plan proposal, restructuring proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company, or take any other action that could prevent, interfere with, delay or impede the approval of the Disclosure Statement, the Solicitation or the implementation or consummation of the Restructuring Transactions as contemplated by the Representatives Plan Term Sheet and the Plan, or (B) take any other action that is inconsistent with, or that would delay confirmation or consummation of, the Plan Term Sheet, the Plan or the Restructuring Transactions; (e) provide to file such Prospectus pursuant the Secured Consenting Holders, Stroock, as counsel to Rule 424(bthe Ad Hoc Committee and Moelis & Company, as financial advisor to the Ad Hoc Committee (“Moelis”, and together with Stroock, the “Ad Hoc Committee Advisors”), (i) under reasonable access (without any material disruption to the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery conduct of the Pricing Agreement relating Company’s business) during normal business hours to the applicable Designated Securities orCompany’s books, if applicablerecords and facilities, such earlier time as may be required by Rule 424(b(ii) reasonable access to the respective management and Rule 430Aadvisors of the Company for the purposes of evaluating the Company’s business plan and participating in the planning process with respect to the Restructuring Transactions, 430B (iii) timely and reasonable responses to all reasonable diligence requests, and (iv) all reasonably available information with respect to all executory contracts and unexpired leases of the Company for the purposes of concluding, in consultation with the Company and its advisors, which executory contracts and unexpired leases the Company intends to assume, assume and assign or 430C reject in the Chapter 11 Cases; (f) timely and fully discharge all of its obligations then due and owing under any existing agreements of the Securities ActCompany regarding the payment of the reasonable fees and expenses of the Ad Hoc Committee Advisors in connection with the Restructuring Transactions; and (A) upon interim approval of the Company’s debtor-in-possession financing facility, the Company shall pay to file any Issuer Free Writing Prospectus Stroock and Moelis all reasonable and documented amounts then due and outstanding and (including the Pricing Term SheetB) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, reasonable fees and to make no further amendment or any supplement to the Registration Statement or Prospectus after expenses of Stroock and Moelis exceed their respective retainers as of the date of confirmation of the Pricing Agreement relating to Plan and such Securities and prior to fees have not been paid through adequate protection payments or otherwise, the Time terms of Delivery for such Securities, in any case, which the Plan shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by provide that the Company with the Commission shall pay Stroock and Moelis their outstanding fees and expenses pursuant to Section 13(a), 13(c), 14 or 15(dsection 1129(a)(4) of the Exchange Act during Bankruptcy Code; and (g) The Company shall not file any motion to retain Rothschild Inc. (“Rothschild”) or seek assumption of the Prospectus Delivery Period Engagement Letter entered into between Rotshschild and the Company on May 22, 2009 (as defined belowthe “Engagement Letter”), and during such same period on any terms that would provide for compensation to advise Rothschild in excess of $3.85 million for its fees in the Representatives, promptly after it receives notice hereof, aggregate; provided that the foregoing provision shall not be applicable if any Consenting Secured Holder opposes the Company’s request to retain Rothschild in accordance with the terms of the time when any amendment Engagement Letter but subject to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed a $3.85 million limit for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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, its fees in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealeraggregate.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Debt Securities and of the offering, in the form attached as Schedule II hereto, will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Debt Securities or, if applicable, such earlier time as may is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, prepare, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Debt Securities for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment to Debt Securities. In the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus, the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 andany Issuer Free Writing Prospectus, in the event of the issuance of any such stop order or of any such order preventing or suspending the Company will promptly use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used hereinthe withdrawal of such order. (b) If, the term “Prospectus Delivery Period” means such period of at any time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Debt Securities is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Debt Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Debt Securities for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Debt Securities; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Debt Securities are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) In connection with the offering of the Debt Securities, until the Underwriters shall have notified the Company and the other Underwriters of the completion of the sale of the Debt Securities, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Debt Securities or attempt to induce any person to purchase any Debt Securities or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Debt Securities. (k) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Debt Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Securities contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the principal amount and terms of the Securities covered thereby and the name of the Underwriter participating in the offering of the Securities and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Securities, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, one copy of the Registration Statement or Prospectus or for as first filed with the Commission and of each amendment to it, including all exhibits and documents incorporated therein by reference, and to furnish to you such additional information and, in the event number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as pxxxxxgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Hunton & Williams shall reasonably object; and to prepare and file wxxx xxx Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities or suspending any such qualificationby you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as pxxxxxgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Hunton & Williams a prospectus relating to the Securities is required by law to be deliverex xx xonnection with sales by the Underwriter or a dealer, to furnish to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e) above, any event shall occur as a result of which, in the opinion of Hunton & Williams, it becomes necessary to amend or supplement the Prospectus ix order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Securities, (i) to cooperate with you and Hunton & Williams (or such other local counsel as may be designated xx xxx) in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Securities, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Hunton & Williams in connection with the review of the offering of the Xxxxxxties contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's security holders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) [intentionally left blank] (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Securities, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), if any, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Securities contemplated hereby, (vi) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by any the Underwriter or dealerby dealers to whom Securities may be sold, (vii) the costs and charges of any transfer agent, registrar and or depositary, including DTC, (viii) any fees charged by rating agencies for the rating of the Securities and (ix) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Securities. (m) To use its best efforts to qualify for the year ending December 31, 2000, and to continue to meet the requirements to qualify, as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (n) To apply the net proceeds of the offering of Securities contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (o) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (p) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Underwriter. (q) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesPurchaser as follows: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act If not later than otherwise available on the Commission’s close of business on the second business day following the execution Electronic Data Gathering, Analysis and delivery Retrieval system (“EXXXX”), so long as any of the Pricing Agreement relating Shares are outstanding, the Company will furnish to the applicable Designated Securities or, if applicable, such earlier time Purchaser as may be required by Rule 424(b) and Rule 430A, 430B or 430C under soon as practicable after the Securities Act; to file any Issuer Free Writing Prospectus end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Pricing Term SheetCompany and its consolidated subsidiaries certified by independent public accountants) to and, as soon as practicable after the extent required by Rule 433 under end of each of the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to first three quarters of each fiscal year (beginning with the Registration Statement or Prospectus fiscal quarter ending after the date of the Pricing Agreement relating to such Securities and prior this Agreement), will make available to the Time Purchaser consolidated summary financial information of Delivery the Company and its subsidiaries for such Securities, quarter in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereofdetail. (b) To file promptly all reports If not otherwise available on EXXXX, the Company will furnish to the Purchaser (i) as soon as available, a copy of each report of the Company mailed to stockholders generally or filed with any stock exchange or regulatory body and any definitive proxy or (ii) from time to time such other information statements required concerning the Company as the Purchaser may reasonably request. (c) The Company will apply the net proceeds from the sale of the Shares to be filed sold by it hereunder to (i) redeem a portion of the Company’s outstanding Secured Notes and (ii) for general corporate purposes. (d) Except as stated in this Agreement, neither the Company with the Commission pursuant nor any of its affiliates has taken, nor will any of them take, directly or indirectly, any action designed to Section 13(a), 13(c), 14 or 15(d) that might reasonably be expected to cause or result in stabilization or manipulation of the Exchange Act during price of any security of the Prospectus Delivery Period Company to facilitate the sale of the Shares. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined belowin Rule 144 under the Act), to, resell any of the Shares that constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (f) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of the Company’s subsidiaries becomes an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended. (g) The Company will use all commercially reasonable efforts to do and during perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date, and to satisfy all conditions precedent to the Purchaser’s obligations hereunder to purchase the Shares. (h) Between the date hereof and the Closing Date, the Company shall not do or authorize any act or thing that would result in an adjustment of the conversion price of the Shares if the Shares had been issued on the date hereof. (i) Unless and until such same period time as the Company shall have obtained approval of the New York Stock Exchange for the listing of such number of its authorized but unissued shares of Common Stock as shall be sufficient if necessary to advise permit the Representativesconversion of all outstanding shares of the Preferred Stock into the Maximum Number of Shares (as defined in the Certificate of Designations), promptly after all conversions of shares of the Preferred Stock shall be satisfied using shares of Common Stock of the Company held in treasury and, unless and until such approval has been obtained from the New York Stock Exchange, the Company shall reserve at all times a sufficient number of shares of Common Stock in treasury for such conversions. The Company shall have no further obligations under this provision if such approval is obtained from the New York Stock Exchange. (j) The Company will not incur any debt or otherwise enter into any agreement (including an amendment to an agreement) that would restrict the ability of the Company to make any payments or otherwise provide any consideration with respect to the Shares when and as due under the Certificate of Designations (it receives notice being understood that the Company may comply with (i) the indenture governing the Secured Notes, as in effect on the date hereof, of and (ii) the Credit Agreement, as it may be amended, restated, modified, refinanced, replaced or otherwise supplemented from time when any amendment to time, provided that the Registration Statement has been filed or becomes effective or any supplement terms thereof are no more restrictive with respect to this Section 4(j) than the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities Credit Agreement as in effect on the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection date hereof with sales of such Securities by any Underwriter or dealerrespect ).

Agreements of the Company. (a) The Company agrees with that, as soon as practicable, but in any event prior to the holding of the Company’s 2009 Annual General Meeting of shareholders (the “2009 AGM”), the Board of Directors of the Company (the “Board”) shall take all necessary action to duly nominate each of the Underwriters Nominees for election as a director of any Designated Securities: (a) To prepare the Prospectus in relation Company at the 2009 AGM, subject to the terms of this Letter Agreement, including Section 1.3 hereof, the Memorandum and Articles of Association of the Company and applicable Designated laws and regulations. The Board will recommend a vote “for” the Nominees at the 2009 AGM, and shall solicit the holders of Company Voting Securities in a form approved (as defined below) to vote for such Nominees, and any proxies solicited and received by the Representatives and to file such Prospectus pursuant to Rule 424(b) under Board will be voted “for” the Securities Act Nominees at the 2009 AGM. In the event the Nominees are not later than elected at the Commission’s close of business on the second business day 2009 AGM, promptly following the execution and delivery 2009 AGM, the Board shall take all necessary action to duly appoint each of the Pricing Agreement relating Nominees to serve as a director of the Company, subject to the applicable Designated Securities orterms of this Letter Agreement, if applicableincluding Section 1.3 hereof, such earlier time as may be required by Rule 424(b) the Memorandum and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date Articles of Association of the Pricing Agreement relating to such Securities Company and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery applicable laws and furnish the Representatives with copies thereofregulations. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a)The parties hereto agree that, 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (period commencing on the date of this Letter Agreement and continuing until the date of election or appointment, as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereofapplicable, of the time when any amendment Nominees as directors of the Company in accordance with Section 1.1(a) hereof, the Nominees shall provide, for no consideration and on such other terms and conditions as are mutually satisfactory to the Registration Statement has been filed or becomes effective or any supplement Company and the Nominees, consulting and advisory services to the Prospectus or any amended Prospectus has been filed, or mailed for filing, Board and the Commercial Committee of the issuance by Board (the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 “Commercial Committee”) and, in connection therewith and subject to the event execution by each Nominee of a confidentiality agreement in the form attached hereto as Exhibit A (each, a “Confidentiality Agreement”), (i) each Nominee shall, in his capacity as a consultant to the Board and to the Commercial Committee, have the right to be present at all meetings of the issuance Board and all meetings of any such stop order or of any such order preventing or suspending the use of any prospectus relating Commercial Committee; and (ii) the Company shall send to each Nominee all notices, information and other materials that are distributed to the Securities directors of the Company generally and to the members of the Commercial Committee, in each case at substantially the same time as delivered to the directors or suspending any such qualificationmembers, to use promptly its best efforts to obtain its withdrawal; as used hereinthe case may be. Notwithstanding the foregoing, the term “Prospectus Delivery Period” means Company shall be entitled to withhold information and materials from the Nominees if the Company determines in good faith that there is a reasonable likelihood that the receipt of such period information by the Nominees would affect the attorney-client privilege of time after the first Company and its legal advisors or any controlled Affiliate of the Company and its legal advisors, as the case may be. The Company shall promptly upon request of the Nominees reimburse the Nominees for all reasonable and documented out-of-pocket costs and expenses incurred by the Nominees in providing the consulting and advisory services contemplated hereby. (c) Upon each Nominee’s appointment to the Board, such Nominee will have the same rights, benefits and perquisites including, without limitation, with respect to insurance coverage, indemnification rights, compensation and fees and access to information, subject to limitations, in each case as are applicable to all independent directors of the Company. (d) Prior to the date of this Letter Agreement, the public offering Nominating and Governance Committee of the Designated Securities Board has reviewed and approved the qualifications of each Nominee to serve as in a member of the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealerBoard.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To In respect of the offering of the Shares contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby, the name of the Underwriter participating in the offering of the Shares and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus Underwriter pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as the Underwriter shall specify as soon as practicable after the date of this Agreement in such quantities as the Underwriter may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, to advise the Underwriter promptly and, if requested by the Underwriter, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Shares, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to the Underwriter, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in including all exhibits and documents incorporated therein by reference, and to furnish to the event Underwriter such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as the Underwriter may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Securities Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxxlgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or suspending the Exchange Act in connection with sales of Shares, not to file any such qualificationamendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which the Underwriter shall not previously have been advised or to which the Underwriter or Hunton & Williams shall reasonably object; and to prepare and file with thx Commission, promptly upon the Underwriter's reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by the Underwriter, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxxlgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Hunton & Williams a prospectus relating to the Securities is required by law to be deliverex xx xonnection with sales by the Underwriter or a dealer, to furnish to the Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e), any event shall occur as a result of which, in the opinion of Hunton & Williams, it becomes necessary to amend or supplement the Prospectus ix order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as the Underwriter shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Shares, (i) to cooperate with the Underwriter and Hunton & Williams (or such other local counsel as may be designated xx xxx Underwriter) in connection with the registration or qualification of the Shares for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as the Underwriter may request, (ii) to continue such qualification in effect so long as required for distribution of the Shares, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with the Underwriter and Hunton & Williams in connection with the review of the offering of txx Xxxxxs contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Common Shares a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to the Underwriter as soon as available a copy of each report or other publicly available information of the Company mailed to the holders of Common Shares or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as the Underwriter may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), the Prospectus, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such Securities registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Shares contemplated hereby, (vi) all costs and expenses incidental to the listing of the Shares on the NYSE, (vii) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by any the Underwriter or dealerby dealers to whom Shares may be sold and (viii) the cost of the preparation, issuance and delivery of certificates representing the Shares, including the charges of any transfer agent or registrar. (m) To use its best efforts to list the Shares on the NYSE and to maintain the listing of the Common Shares on the NYSE for a period of five years after the Closing Date hereunder. (n) To use its best efforts to qualify for the year ended December 31, 1998 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (o) To apply the net proceeds of the offering of Shares contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (p) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date, and to satisfy all conditions precedent to the delivery of the Shares.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Securities contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the principal amount and terms of the Securities covered thereby and the name of the Underwriter participating in the offering of the Securities and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Securities, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in the event including all exhibits and documents incorporated therein by reference, and to furnish to you such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Xxxxx Xxxx & Xxxxxxxx shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities or suspending any such qualificationby you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Xxxxx Xxxx & Xxxxxxxx a prospectus relating to the Securities is required by law to be delivered in connection with sales by the Underwriter or a dealer, to furnish to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e) above, any event shall occur as a result of which, in the opinion of Xxxxx Xxxx & Xxxxxxxx, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Securities, (i) to cooperate with you and Xxxxx Xxxx & Xxxxxxxx (or such other local counsel as may be designated by you) in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Securities, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Xxxxx Xxxx & Xxxxxxxx in connection with the review of the offering of the Securities contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's security holders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or other publicly available information of the Company mailed to its security holders or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as you may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Securities, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), the Prospectus, the preliminary prospectus relating to the offering contemplated hereby (the "Preliminary Prospectus"), all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, the Preliminary Prospectus and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Securities contemplated hereby, (vi) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by any the Underwriter or dealerby dealers to whom Securities may be sold, (vii) the costs and charges of any transfer agent, registrar and or depositary, including DTC, (viii) any fees charged by rating agencies for the rating of the Securities and (ix) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Securities. (m) To use its best efforts to qualify for the year ended December 31, 1998 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (n) To apply the net proceeds of the offering of Securities contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (o) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (p) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Underwriter. (q) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Securities contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the principal amount and terms of the Securities covered thereby and the name of the Underwriter participating in the offering of the Securities and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Securities, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in the event including all exhibits and documents incorporated therein by reference, and to furnish to you such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Hunton & Williams shall reasonably object; and to prepare and file xxxx xxx Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities or suspending any such qualificationby you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the second business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Hunton & Williams a prospectus relating to the Securities Prospectus is required by law to be xxxxverxx xx connection with sales by the Underwriter or a dealer, to furnish to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e) above, any event shall occur as a result of which, in the opinion of Hunton & Williams, it becomes necessary to amend or supplemexx xxx Prospectus xx order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Securities, (i) to cooperate with you and Hunton & Williams (or such other local counsel as may be designated xx you) in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Securities, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Hunton & Williams in connection with the review of the offering of txx Xxxxrities contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's security holders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or other publicly available information of the Company mailed to its security holders or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as you may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Securities, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), if any, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Securities contemplated hereby, (vi) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by any the Underwriter or dealerby dealers to whom Securities may be sold, (vii) the costs and charges of any transfer agent, registrar and or depositary, including DTC, (viii) any fees charged by rating agencies for the rating of the Securities and (ix) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Securities. (m) To use its best efforts to qualify for the year ended December 31, 2002 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code"). (n) To apply the net proceeds of the offering of Securities contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (o) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (p) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Underwriter. (q) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter that: (a) To prepare At any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, the Company will not file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1000 Xxx) unless the Company has furnished the Underwriter a copy for its review prior to filing and given the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement. The Underwriter shall make its responses thereto, if any, promptly. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in relation to the applicable Designated Securities in a form approved by the Representatives Underwriter, setting forth the number of shares of Offered Securities to be sold, the Underwriter’s name, the price at which the Offered Securities are to be purchased by the Underwriter from the Company, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Offered Securities. The Company will promptly cause the Prospectus to file such Prospectus be filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act not later than Regulations in the Commission’s close manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriter of business on such filing. The Company will promptly advise the second business day following the execution and delivery of the Pricing Agreement Underwriter (i) at any time when a prospectus relating to the applicable Designated Offered Securities or, if applicable, such earlier time as may is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities 1933 Act; to file , when any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further post-effective amendment or any supplement to the Registration Statement shall have been filed or Prospectus after become effective, (ii) of any request by the date Commission for any post-effective amendment of the Pricing Agreement relating to such Securities and prior Registration Statement or supplement to the Time Prospectus or for any additional information, (iii) of Delivery the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening by direct communication with the Company of any proceeding for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such Securitiespurpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Rule 424(b) under the 1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in any casethe event that it was not, which shall be reasonably disapproved by it will promptly file the Representatives for such Securities promptly after Prospectus. The Company will use its reasonable notice thereof; best efforts to advise prevent the Representatives promptly issuance of any such amendment or supplement after such Time stop order suspending the effectiveness of Delivery and furnish the Representatives with copies Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. (b) To If at any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify the Underwriter, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Underwriter in such quantities as the Underwriter may reasonably request. (c) During the period when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, (i) the Company will file promptly all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment will furnish to the Registration Statement has been filed Underwriter copies of such documents, (ii) on or becomes effective or any supplement prior to the Prospectus or date on which the Company makes any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating announcement to the Securities general public concerning earnings or of concerning any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 other event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities which is required by law to be delivered (or required to be delivered described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriter the information contained or to be contained in such announcement or document and (iii) the Company will furnish to the Underwriter copies of all other material press releases or announcements to the general public. (d) As soon as practicable, but for not later than 90 days after the close of the period covered by the earnings statement, the Company will make generally available to its security holders and to the Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 172 under 158 of the Securities Act1933 Act Regulations. (e) So long as the Underwriter is required to deliver a prospectus in connection with sales of the Offered Securities, the Company will furnish to the Underwriter and its counsel, without charge, such copies of the Registration Statement (including exhibits thereto) and Prospectus as the Underwriter may reasonably request. (f) The Company will endeavor, in cooperation with the Underwriter, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions of the United States of America as the Underwriter may designate, will maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will apply the net proceeds from the offering of the Offered Securities in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (h) For a period of 60 days after the date of the Prospectus, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the 1933 Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Underwriter. (i) The Company shall, whether or not any sale of the Offered Securities is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, this Agreement and related documents delivered to the Underwriter, the cost of preparing, printing, packaging and delivering the Offered Securities, the fees and expenses incurred in connection with the listing of the Offered Securities on the New York Stock Exchange, and the fees and expenses incurred in compliance with Section 4(f) hereof. If this Agreement is terminated by any the Underwriter in accordance with the provisions of Section 5 or dealerSection 7(a)(i) hereof, the Company shall reimburse the Underwriter for all of its reasonable out-of-pocket expenses relating to the offer and sale of the Offered Securities contemplated by this Agreement, including the reasonable fees and disbursements of counsel for the Underwriter incurred in connection therewith.

Agreements of the Company. The Company covenants and agrees with each of the Underwriters of any Designated SecuritiesUnderwriter as follows: (a) To prepare the Prospectus in relation use its reasonable best efforts to cause any legally necessary amendment to the applicable Designated Securities Registration Statement to become effective at the earliest possible time. (b) To furnish to each of the Representatives, without charge, as many signed copies of the Registration Statement (as originally filed) and each amendment thereto and each document incorporated or deemed incorporated therein, in a form approved by each case including exhibits filed therewith or incorporated therein, as the Representatives may reasonably request, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery each other Underwriter a conformed copy of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time Registration Statement (as may be required by Rule 424(boriginally filed) and Rule 430Aeach amendment thereto, 430B or 430C under in each case without exhibits and, during the Securities Act; period mentioned in paragraph (e) below, to file any Issuer Free Writing each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Pricing Term SheetRepresentatives may reasonably request. (c) To give the Underwriters prompt notice of the Company's intention to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to file or file prepare any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior any amendment or supplement to the Time of Delivery for such SecuritiesProspectus, in any casewhether pursuant to the Securities Act, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Exchange Act or otherwise, to advise furnish the Representatives promptly Underwriters and their counsel with copies of any such amendment or supplement after a reasonable amount of time prior to such Time of Delivery proposed filing or use, as the case may be, and furnish not to file any such amendment or supplement or use any such prospectus to which the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy Underwriters or information statements required counsel for the Underwriters shall object. Subject to the foregoing sentence, the Company will cause each Prospectus Supplement relating to the Offered Securities to be filed by the Company with the Commission pursuant to Section 13(a)the applicable paragraph of Rule 424 under the Securities Act within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. (d) To advise the Representatives and their counsel promptly, 13(c)and to confirm such advice in writing, 14 or 15(d(i) when any Prospectus Supplement relating to the Offered Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act, (ii) when, prior to the termination of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, offering of the time when Offered Securities, any amendment to the Registration Statement has shall have been filed with the Commission or becomes effective become effective, (iii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any amended Prospectus has been filedadditional information, or mailed for filing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus relating to the Securities Prospectus or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities for offering Prospectus Supplement or sale in any jurisdiction, of the initiation or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation of any proceeding for 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 ; and to use its reasonable best efforts to prevent the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationnotification and, if issued, to use promptly its best efforts to obtain its withdrawal; as used hereinsoon as possible the withdrawal thereof. (e) If, the term “Prospectus Delivery Period” means during such period of time after the first date of the public offering of the Designated Offered Securities as in the opinion of the Underwriters' counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur, information shall become known or condition exist as a result of which it is necessary or advisable to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary or advisable to amend or supplement the Prospectus to comply with law, forthwith, at the sole expense of the Company, to prepare, and, subject to Section 5(c) above, file with the Commission and furnish, without charge, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Offered Securities may have been sold by the Representatives on behalf of the Underwriters and to any other dealers, upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (f) To endeavor to qualify the Offered Securities (and, if applicable, the Common Stock) for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall request and to continue such qualification in effect so long as required for distribution of the Offered Securities and to pay all fees and expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with such qualification; provided, however, that the Company shall not be required to file a general consent to service of process in any jurisdiction or subject itself to general taxation in any jurisdiction. (g) To make generally available to its security holders and to the Representatives as soon as practicable, but not later than 15 months after the date of each Terms Agreement, an earnings statement, covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Rule 158 under the Securities Act and Section 11(a) of the Securities Act. (h) For a period of 90 days after the Representation Date, without the prior written consent of the Representative designated in the Terms Agreement, not to, and not cause or permit any subsidiary of the Company to, directly or indirectly, effect any offer, sale or other disposition of, or registration of, any Debt Securities or any other long term debt, notes or debentures of or guaranteed by the Company or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for Debt Securities or any such long-term debt, notes or debentures, other than the Offered Securities to be sold pursuant to the Terms Agreement and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. If the Offered Securities are convertible into Common Stock, during a period of 90 days from the Representation Date, the Company will not, without the prior written consent of the Representative designated in the Terms Agreement, directly or indirectly, effect any offer, sale or other disposition of, or registration of, shares of Common Stock or any right to purchase or other security convertible into or exchangeable or exercisable for or any securities of the Company substantially similar to any such shares, other than (A) the Offered Securities to be sold pursuant to the Terms Agreement, (B) shares of Common Stock issued upon conversion, exercise or exchange of convertible, exchangeable or exercisable securities of the Company or of any subsidiary of the Company outstanding on the Representation Date and (C) shares of Common Stock and options thereunder issued pursuant to employee benefit plans of the Company in place on the Representation Date as in effect on the Representation Date, and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. (i) Whether or not the transactions contemplated hereby or by the Terms Agreement are consummated or this Agreement is terminated or shall not become effective, to pay all costs and expenses incident or relating to the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses (i) incurred in connection with the preparation, issuance, execution and delivery of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion thereof), (ii) incurred in connection with the preparation, printing and filing under the Securities Act and the Exchange Act of the Registration Statement, the Prospectus, any preliminary prospectus and each Prospectus Supplement (including in each case all exhibits, amendments and supplements thereto and all documents incorporated therein by reference), (iii) incurred in connection with the registration or qualification of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion or exchange thereof) under the laws of such jurisdictions as the Representatives may request (including filing fees and the fees of counsel for the Underwriters and their disbursements), (iv) relating to any filing with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the offering of the Offered Securities, (v) incurred in connection with the engagement of any qualified independent underwriter as may be required by NASD rules and regulations, (vi) incurred in connection with the rating of the Offered Securities, (vii) incurred in connection with advertising relating to the Offered Securities approved by the Company (which approval shall not be unreasonably withheld or delayed), (viii) relating to the fees and expenses of the applicable Trustee, including the fees and expenses of counsel to the applicable Trustee, and of the transfer agent and registrar for the Common Stock if the Offered Securities are convertible into the Common Stock and (ix) relating to or in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Terms Agreement, the Indenture relating to the Offered Securities, any Supplemental Indenture relating thereto, the agreement among underwriters, each other document or instrument relating to the underwriting arrangements and the coordination of the offering of the Offered Securities by the U.S. Underwriters and the International Managers, if applicable, any dealer agreements, the Preliminary and Supplemental Blue Sky Memoranda and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Prospectus and each Prospectus Supplement, including mailing and shipping, as herein provided. (j) To furnish to the Representatives for a period of five years after the Representation Date copies of all reports or other communications (financial or other) furnished to holders of the Company's capital stock, and copies of any reports and financial statements furnished to or filed with the Commission. (k) To use the net proceeds of the offering of the Offered Securities as set forth in the Prospectus Supplement under the caption "Use of Proceeds." (l) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales (including resales) of the Offered Securities, to file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time period required by the Exchange Act and the Exchange Act Regulations. (m) If the Offered Securities are convertible into Common Stock, the Company will use its best efforts to effect the listing of the shares of Common Stock issuable upon conversion of the Offered Securities on the New York Stock Exchange on the Representation Date. (n) To reserve and keep available at all times, free of preemptive rights, sufficient shares of Common Stock to satisfy any obligations to issue shares of Common Stock upon conversion of all of the Offered Securities that are convertible into the Common Stock. (o) To deliver copies of the Prospectus to such Securities place or places as shall be designated by any Underwriter or dealerthe Representatives not later than 1:00 p.m., New York City time, on the day after the date of the Terms Agreement.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou that: (a) To prepare During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will not issue (i) any Permitted Free Writing Prospectus (other than the Permitted Free Writing Prospectus listed on Schedule II and the Final Term Sheet to be prepared and filed in accordance with this Section 4(a)) or file any amendment of any Registration Statement or supplement to the Prospectus in relation (excluding documents deemed to be incorporated by reference into the Prospectus) unless the Company has furnished to the applicable Designated Securities Representative a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representative a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with the Representative as to any reasonable comments which the Representative make in a timely manner with respect to such document. The Company will cause the Prospectus, in a form approved by the Representatives Representative, to be filed with the Commission pursuant to the applicable paragraph of Rule 424 within the time period prescribed. The Company will prepare the Final Term Sheet, containing solely a description of the terms of the Notes and to of the offering, and will timely file such Prospectus Final Term Sheet pursuant to Rule 424(b433(d) under the Securities Act not later than Act. During the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement period for which a prospectus relating to the applicable Designated Securities or, if applicable, Notes is required to be delivered under the Act (including in circumstances where such earlier time as requirement may be required by satisfied pursuant to Rule 424(b172), the Company will promptly advise the Representative (i) and Rule 430A, 430B when the Prospectus or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Permitted Free Writing Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to make no further Rule 424, (ii) when any amendment of any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or Prospectus after of any notice objecting to the date use of the Pricing Agreement Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or of the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding relating to such Securities and prior the Notes in any jurisdiction. Following the Closing Date and, for as long as a prospectus relating to the Time of Delivery for such SecuritiesNotes is required to be delivered under the Act, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Company will use its best efforts to advise prevent the Representatives promptly issuance of any such amendment stop order or supplement after the occurrence of any such Time suspension or objection to the use of Delivery and furnish the Representatives with copies thereofRegistration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection. (b) To During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend any Registration Statement or to supplement Disclosure Package or the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file promptly with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, (ii) use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iii) supply any supplemented Prospectus or any then applicable Permitted Free Writing Prospectus to the Underwriters in such quantities as they may reasonably request; provided, however, that should any such event relate solely to activities of any Underwriter, then such Underwriter shall assume the expense of preparing and furnishing any such amendment or supplement. (c) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will timely file all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period and will promptly inform the Representative if the Company does not meet its filing deadlines. The Company will notify the Representative of any downgrading in the rating of the Notes or any other debt securities of the Company, or any public announcement of placement of the Notes or any other debt securities of the Company on what is commonly termed a “watch list” for possible downgrading, or any notice of a possible change in any such rating that does not indicate the direction of the possible change, in each case by any “nationally recognized statistical rating organization” (as such term is defined belowin Section 3(a)(62) of the Exchange Act), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 Company learns of any such stop order downgrading or public announcement. (d) As soon as practicable, the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Underwriters and its counsel, without charge (except as otherwise provided herein), copies of each Registration Statement (including exhibits thereto), any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus and, so long as delivery of a prospectus may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), as many copies of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used hereinPreliminary Prospectus, the term “Prospectus Delivery Period” means such Prospectus, each Permitted Free Writing Prospectus, and any supplement thereto as any Underwriter may reasonably request. (f) During the period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters which a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company shall make available at xxx.xxxxxxxxxxx.xxx (i) all annual, quarterly and other reports furnished to stockholders of the Company and (ii) all annual, quarterly and current reports of the Company filed with the Commission under the Exchange Act. The Company shall furnish to each Underwriter other information that any Underwriter may reasonably request from time to time concerning the Company. (g) The Company shall, whether or not any sale of the Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, any Preliminary Prospectus, the Prospectus, all amendments thereof and supplements thereto, any Permitted Free Writing Prospectus, the Indenture, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel (not to exceed $5,000), incurred in connection with sales “blue sky” qualifications, the fees and disbursements of such Securities the Indenture Trustee and the fees of any ratings agency that rates the Notes and all expenses and application fees incurred in connection with any filing with, and clearance of any offering by FINRA. Except as provided in this Section 4(g) and Sections 7 and 8, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any Underwriter advertising expenses in connection with any offer they make. (h) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company shall not, without the prior consent of the Representative, issue or dealerannounce the proposed issuance of any of its debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (except under prior contractual commitments which have been disclosed to the Representative).

Agreements of the Company. The Company covenants and agrees with each of the Underwriters of any Designated SecuritiesUnderwriter as follows: (a) To prepare the Prospectus in relation use its reasonable best efforts to cause any amendment to the applicable Designated Securities Registration Statement to become effective at the earliest possible time. (b) To furnish to each of the Representatives, without charge, as many signed copies of the Registration Statement (as originally filed) and each amendment thereto and each document incorporated or deemed incorporated therein, in a form approved by each case including exhibits filed therewith or incorporated therein, as the Representatives may reasonably request, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery each other Underwriter a conformed copy of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time Registration Statement (as may be required by Rule 424(boriginally filed) and Rule 430Aeach amendment thereto, 430B or 430C under in each case without exhibits and, during the Securities Act; period mentioned in paragraph (e) below, to file any Issuer Free Writing each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Pricing Term SheetRepresentatives may reasonably request. (c) To give the Underwriters prompt notice of the Company's intention to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to file or file prepare any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior any amendment or supplement to the Time of Delivery for such SecuritiesProspectus, in any casewhether pursuant to the Securities Act, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Exchange Act or otherwise, to advise furnish the Representatives promptly Underwriters and their counsel with copies of any such amendment or supplement after a reasonable amount of time prior to such Time of Delivery proposed filing or use, as the case may be, and furnish not to file any such amendment or supplement or use any such prospectus to which the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy Underwriters or information statements required counsel for the Underwriters shall object. Subject to the foregoing sentence, the Company will cause each Prospectus Supplement relating to the Offered Securities to be filed by the Company with the Commission pursuant to Section 13(a)the applicable paragraph of Rule 424 under the Securities Act within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. (d) To advise the Representatives and their counsel promptly, 13(c)and to confirm such advice in writing, 14 or 15(d(i) when any Prospectus Supplement relating to the Offered Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act, (ii) when, prior to the termination of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, offering of the time when Offered Securities, any amendment to the Registration Statement has shall have been filed with the Commission or becomes effective become effective, (iii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any amended Prospectus has been filedadditional information, or mailed for filing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus relating to the Securities Prospectus or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities for offering Prospectus Supplement or sale in any jurisdiction, of the initiation or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation of any proceeding for 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 ; and to use its reasonable best efforts to prevent the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationnotification and, if issued, to use promptly its best efforts to obtain its withdrawal; as used hereinsoon as possible the withdrawal thereof. (e) If, the term “Prospectus Delivery Period” means during such period of time after the first date of the public offering of the Designated Offered Securities as in the opinion of the Underwriters' counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur, information shall become known or condition exist as a result of which it is necessary or advisable to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary or advisable to amend or supplement the Prospectus to comply with law, forthwith, at the sole expense of the Company, to prepare, and, subject to Section 5(c) above, file with the Commission and furnish, without charge, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Offered Securities may have been sold by the Representatives on behalf of the Underwriters and to any other dealers, upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (f) To endeavor to qualify the Offered Securities (and, if applicable, the Common Stock) for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall request and to continue such qualification in effect so long as required for distribution of the Offered Securities and to pay all fees and expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with such qualification; provided, however, that the Company shall not be required to file a general consent to service of process in any jurisdiction or subject itself to general taxation in any jurisdiction. (g) To make generally available to its security holders and to the Representatives as soon as practicable, but not later than 15 months after the date of each Terms Agreement, an earnings statement, covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Rule 158 under the Securities Act and Section 11(a) of the Securities Act. (h) For a period of 90 days after the Representation Date, without the prior written consent of the Representative designated in the Terms Agreement, not to, and not cause or permit any subsidiary of the Company to, directly or indirectly, effect any offer, sale or other disposition of, or registration of, any Debt Securities or any other long term debt, notes or debentures of or guaranteed by the Company or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for Debt Securities or any such long-term debt, notes or debentures, other than the Offered Securities to be sold pursuant to the Terms Agreement and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. If the Offered Securities are convertible into Common Stock, during a period of 90 days from the Representation Date, the Company will not, without the prior written consent of the Representative designated in the Terms Agreement, directly or indirectly, effect any offer, sale or other disposition of, or registration of, shares of Common Stock or any right to purchase or other security convertible into or exchangeable or exercisable for or any securities of the Company substantially similar to any such shares, other than (A) the Offered Securities to be sold pursuant to the Terms Agreement, (B) shares of Common Stock issued upon conversion, exercise or exchange of convertible, exchangeable or exercisable securities of the Company or of any subsidiary of the Company outstanding on the Representation Date and (C) shares of Common Stock and options thereunder issued pursuant to employee benefit plans of the Company in place on the Representation Date as in effect on the Representation Date, and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. (i) Whether or not the transactions contemplated hereby or by the Terms Agreement are consummated or this Agreement is terminated or shall not become effective, to pay all costs and expenses incident or relating to the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses (i) incurred in connection with the preparation, issuance, execution and delivery of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion thereof), (ii) incurred in connection with the preparation, printing and filing under the Securities Act and the Exchange Act of the Registration Statement, the Prospectus, any preliminary prospectus and each Prospectus Supplement (including in each case all exhibits, amendments and supplements thereto and all documents incorporated therein by reference), (iii) incurred in connection with the registration or qualification of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion or exchange thereof) under the laws of such jurisdictions as the Representatives may request (including filing fees and the fees of counsel for the Underwriters and their disbursements), (iv) relating to any filing with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the offering of the Offered Securities, (v) incurred in connection with the engagement of any qualified independent underwriter as may be required by NASD rules and regulations, (vi) incurred in connection with the rating of the Offered Securities, (vii) incurred in connection with advertising relating to the Offered Securities approved by the Company (which approval shall not be unreasonably withheld or delayed), (viii) relating to the fees and expenses of the applicable Trustee, including the fees and expenses of counsel to the applicable Trustee, and of the transfer agent and registrar for the Common Stock if the Offered Securities are convertible into the Common Stock and (ix) relating to or in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Terms Agreement, the Indenture relating to the Offered Securities, any Supplemental Indenture relating thereto, the agreement among underwriters, each other document or instrument relating to the underwriting arrangements and the coordination of the offering of the Offered Securities by the U.S. Underwriters and the International Managers, if applicable, any dealer agreements, the Preliminary and Supplemental Blue Sky Memoranda and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Prospectus and each Prospectus Supplement, including mailing and shipping, as herein provided. (j) To furnish to the Representatives for a period of five years after the Representation Date copies of all reports or other communications (financial or other) furnished to holders of the Company's capital stock, and copies of any reports and financial statements furnished to or filed with the Commission. (k) To use the net proceeds of the offering of the Offered Securities as set forth in the Prospectus Supplement under the caption "Use of Proceeds." (l) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales (including resales) of the Offered Securities, to file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time period required by the Exchange Act and the Exchange Act Regulations. (m) If the Offered Securities are convertible into Common Stock, the Company will use its best efforts to effect the listing of the shares of Common Stock issuable upon conversion of the Offered Securities on the New York Stock Exchange on the Representation Date. (n) To reserve and keep available at all times, free of preemptive rights, sufficient shares of Common Stock to satisfy any obligations to issue shares of Common Stock upon conversion of all of the Offered Securities that are convertible into the Common Stock. (o) To deliver copies of the Prospectus to such Securities place or places as shall be designated by any Underwriter or dealerthe Representatives not later than 1:00 p.m., New York City time, on the day after the date of the Terms Agreement.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Securities contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the principal amount and terms of the Securities covered thereby and the name of the Underwriter participating in the offering of the Securities and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Securities, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in the event including all exhibits and documents incorporated therein by reference, and to furnish to you such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Milbank, Tweed, Xxxxxx & XxXxxx LLP shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities or suspending any such qualificationby you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Milbank, Tweed, Xxxxxx & XxXxxx LLP a prospectus relating to the Securities is required by law to be delivered in connection with sales by the Underwriter or a dealer, to furnish to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e) above, any event shall occur as a result of which, in the opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Securities, (i) to cooperate with you and Milbank, Tweed, Xxxxxx & XxXxxx LLP (or such other local counsel as may be designated by you) in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Securities, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Milbank, Tweed, Xxxxxx & XxXxxx LLP in connection with the review of the offering of the Securities contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's security holders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or other publicly available information of the Company mailed to its security holders or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as you may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Securities, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), if any, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Securities contemplated hereby, (vi) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by any the Underwriter or dealerby dealers to whom Securities may be sold, (vii) the costs and charges of any transfer agent, registrar and or depositary, including DTC, (viii) any fees charged by rating agencies for the rating of the Securities and (ix) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Securities. (m) To use its best efforts to qualify for the year ended December 31, 2000 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (n) To apply the net proceeds of the offering of Securities contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (o) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (p) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Underwriter. (q) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof.; (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.Exhibit 1.1 8

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Notes and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Notes is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Notes. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Notes is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company’s receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Notes by the Underwriters (and references herein to the “Registration Statement” shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Notes for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Notes; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Notes are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) In connection with the offering of the Notes, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Notes, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Notes or attempt to induce any person to purchase any Notes or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes. (k) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Notes.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, pursuant to Section 8A of the Securities Act, (iv) until the end of such period as the Prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) During the period of five years commencing at the Time of Sale, to the extent the Company is not required to file periodic reports with the Commission pursuant to Sections 13 or 15 of the Exchange Act, the Company will furnish to the Underwriters, if requested, copies of such financial statements and other reports and information as the Company may from time to time distribute generally to the holders of any class of its securities. (k) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (l) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies, (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (x) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (xi) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (m) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date or the relevant Delivery Date, as the case may be, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (n) The Company will not at any time, directly or indirectly, take any action described in Section 3(y) hereof. (o) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities, (ii) the incurrence of inter-company indebtedness or (iii) the incurrence of term loan indebtedness not to exceed $200 million. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities (references herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be). (q) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective, (iv) promptly notify the Representatives of such effectiveness; and (v) take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible (references herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be). (r) The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, pursuant to Section 8A of the Securities Act, (iv) until the end of such period as the Prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) During the period of five years commencing at the Time of Sale, to the extent the Company is not required to file periodic reports with the Commission pursuant to Sections 13 or 15 of the Exchange Act, the Company will furnish to the Underwriters, if requested, copies of such financial statements and other reports and information as the Company may from time to time distribute generally to the holders of any class of its securities. (k) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (l) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies, (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (x) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (xi) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (m) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date or the relevant Delivery Date, as the case may be, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (n) The Company will not at any time, directly or indirectly, take any action described in Section 3(y) hereof. (o) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities and (ii) the incurrence of inter-company indebtedness in connection with draws under the credit facilities of CenturyLink, Inc. or indebtedness through commercial paper issuances. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities (references herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be). (q) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective, (iv) promptly notify the Representatives of such effectiveness; and (v) take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible (references herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be). (r) The Company will use its reasonable best efforts to effect the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou that: (a) To prepare During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will not issue (i) any Permitted Free Writing Prospectus (other than the Permitted Free Writing Prospectus listed on Schedule II and the Final Term Sheet to be prepared and filed in accordance with this Section 4(a)) or file any amendment of any Registration Statement or supplement to the Prospectus in relation (excluding documents deemed to be incorporated by reference into the Prospectus) unless the Company has furnished to the applicable Designated Securities Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with the Representatives as to any reasonable comments which the Representatives make in a timely manner with respect to such document. The Company will cause the Prospectus, in a form approved by the Representatives Representatives, to be filed with the Commission pursuant to the applicable paragraph of Rule 424 within the time period prescribed. The Company will prepare the Final Term Sheet, containing solely a description of the terms of the Notes and to of the offering, and will timely file such Prospectus Final Term Sheet pursuant to Rule 424(b433(d) under the Securities Act not later than Act. During the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement period for which a prospectus relating to the applicable Designated Securities or, if applicable, Notes is required to be delivered under the Act (including in circumstances where such earlier time as requirement may be required by satisfied pursuant to Rule 424(b172), the Company will promptly advise the Representatives (i) and Rule 430A, 430B when the Prospectus or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Permitted Free Writing Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to make no further Rule 424, (ii) when any amendment of any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or Prospectus after of any notice objecting to the date use of the Pricing Agreement Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or of the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding relating to such Securities and prior the Notes in any jurisdiction. Following the Closing Date and, for as long as a prospectus relating to the Time of Delivery for such SecuritiesNotes is required to be delivered under the Act, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Company will use its best efforts to advise prevent the Representatives promptly issuance of any such amendment stop order or supplement after the occurrence of any such Time suspension or objection to the use of Delivery and furnish the Representatives with copies thereofRegistration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection. (b) To During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend any Registration Statement or to supplement Disclosure Package or the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file promptly with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, (ii) use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iii) supply any supplemented Prospectus or any then applicable Permitted Free Writing Prospectus to the Underwriters in such quantities as they may reasonably request; provided, however, that should any such event relate solely to activities of any Underwriter, then such Underwriter shall assume the expense of preparing and furnishing any such amendment or supplement. (c) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will timely file all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period and will promptly inform the Representatives if the Company does not meet its filing deadlines. The Company will notify the Representatives of any downgrading in the rating of the Notes or any other debt securities of the Company, or any public announcement of placement of the Notes or any other debt securities of the Company on what is commonly termed a “watch list” for possible downgrading, or any notice of a possible change in any such rating that does not indicate the direction of the possible change, in each case by any “nationally recognized statistical rating organization” (as such term is defined belowin Section 3(a)(62) of the Exchange Act), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 Company learns of any such stop order downgrading or public announcement. (d) As soon as reasonably practicable, the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Underwriters and its counsel, without charge (except as otherwise provided herein), copies of each Registration Statement (including exhibits thereto), any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus and, so long as delivery of a prospectus may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), as many copies of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used hereinPreliminary Prospectus, the term “Prospectus Delivery Period” means such Prospectus, each Permitted Free Writing Prospectus, and any supplement thereto as any Underwriter may reasonably request. (f) During the period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters which a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), (i) the Company shall make available (a) all annual, quarterly and other reports furnished to stockholders of the Company and (b) all annual, quarterly and current reports of the Company filed with the Commission under the Exchange Act and (ii) the Company shall furnish to each Underwriter other information that any Underwriter may reasonably request from time to time concerning the Company. (g) The Company shall, whether or not any sale of the Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, any Preliminary Prospectus, the Prospectus, all amendments thereof and supplements thereto, any Permitted Free Writing Prospectus, the Indenture, the Calculation Agency Agreement, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel (not to exceed $5,000), incurred in connection with sales “blue sky” qualifications, the fees and disbursements of such Securities the Indenture Trustee and the Calculation Agent and the fees of any ratings agency that rates the Notes and all expenses and application fees incurred in connection with any filing with, and clearance of any offering by FINRA. Except as provided in this Section 4(g) and Sections 7 and 8, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any Underwriter advertising expenses in connection with any offer they make. (h) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company shall not, without the prior consent of the 10 Representatives, issue or dealerannounce the proposed issuance of any of its debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (except under prior contractual commitments which have been disclosed to the Representatives).

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Bonds and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Bonds is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Bonds for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Bonds. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Bonds is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company’s receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Bonds by the Underwriters (and references herein to the “Registration Statement” shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Bonds is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Bonds; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Bonds are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) The Company will obtain or make prior to the issuance of the Bonds all regulatory and governmental approvals, consents, authorizations, orders, filings and registrations necessary for the issuance of the Bonds, including, without limitation, any required approvals, consents, authorizations, orders, filings and registrations of the MPUC pertaining to the capital structure of the Company. (k) In connection with the offering of the Bonds, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Bonds, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Bonds or attempt to induce any person to purchase any Bonds or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Bonds. (l) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Bonds.

Agreements of the Company. The Company hereby agrees with each of the Underwriters of any Designated SecuritiesInitial Purchaser as follows: (a) To prepare advise the Prospectus in relation to the applicable Designated Securities in a form approved Initial Purchaser promptly and, if requested by the Representatives and to file Initial Purchaser, confirm such Prospectus advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Restricted Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Rule 424(bSection 5(e) under hereof, or the Securities Act not later than the Commission’s close initiation of business on the second business day following the execution any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose and delivery (ii) of the Pricing Agreement relating happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the applicable Designated Securities orPreliminary Offering Memorandum or the Offering Memorandum untrue or that requires any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Restricted Notes under any state securities or Blue Sky laws and, if applicable, such earlier at any time as may be required by Rule 424(b) and Rule 430A, 430B any state securities commission or 430C under other federal or state regulatory authority shall issue an order suspending the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to qualification or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly exemption of any Restricted Notes under any state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such amendment or supplement after such Time of Delivery and furnish order at the Representatives with copies thereofearliest possible time. (b) To file promptly all reports furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Company as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any definitive proxy amendments or information statements required supplements thereto, as the Initial Purchaser may reasonably request for the time period specified in Section 5(c). Subject to be filed by the Initial Purchaser's compliance with their representations and warranties and agreements set forth in Section 7 hereof, the Company with the Commission pursuant consents to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any prospectus relating to the Securities or of any proceeding amendments and supplements thereto required pursuant to Section 8A of the Securities Acthereto, of the suspension of the qualification of such Securities 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, Initial Purchaser in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means connection with Exempt Resales. (c) During such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities Initial Purchaser an Offering Memorandum is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales Exempt Resales by the Initial Purchaser and in connection with market-making activities of such Securities by any Underwriter or dealer.the Initial Purchaser for so long as any

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriters: (a) To prepare That the Company will file the final Prospectus in relation to with the applicable Designated Securities in a form approved by Commission within the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to , will file any Issuer Free Writing Prospectus (including the Pricing Term SheetSheet in the form of Annex B hereto) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Time of Delivery; (b) That before finalizing the Prospectus or making or distributing any amendment or supplement to any of the Registration Statement, Time of Sale Information or the Prospectus or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Underwriters and counsel for the Underwriters a copy of the proposed Prospectus or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Prospectus, amendment or supplement or file any such document with the Commission to which the Underwriters reasonably object; (c) That before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Underwriters and counsel for the Underwriters a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such Issuer Free Writing Prospectus to which the Underwriters reasonably object; (d) 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 limited liability company, as the case may be, or to file a general consent to service of process in any jurisdiction; (e) The Company will deliver, without charge, to the Representatives, during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request and each amendment or supplement thereto signed by an authorized officer of the Company with the independent accountants' reports in the Prospectus, and any amendment or supplement containing amendments to the financial statements covered by such reports, signed by the accountants, and additional copies thereof in, such quantities as you may from time to time reasonably request, and if, at any time prior to the expiration of the Prospectus Delivery Period, any event 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 or desirable during such same period to advise amend or supplement the RepresentativesProspectus, promptly after it receives notice hereof, 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 the time when any amendment to the Registration Statement has been filed an amended Prospectus or becomes effective or any a supplement to the Prospectus which will correct such statement or any amended Prospectus has been filed, omission or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of effect such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as compliance. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Securities Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities the Shares by any Underwriter or dealer.;

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter that: (a) To prepare At any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, the Company will not file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1934 Act) unless the Company has furnished the Underwriter a copx xxx xxx xxxiew prior to filing and given the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement. The Underwriter shall make its responses thereto, if any, promptly. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in relation to the applicable Designated Securities in a form approved by the Representatives Underwriter, setting forth the number of shares of Offered Securities to be sold, the Underwriter's name, the price at which the Offered Securities are to be purchased by the Underwriter from the Company, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Offered Securities. The Company will promptly cause the Prospectus to file such Prospectus be filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act not later than Regulations in the Commission’s close manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriter of business on such filing. The Company will promptly advise the second business day following the execution and delivery of the Pricing Agreement Underwriter (i) at any time when a prospectus relating to the applicable Designated Offered Securities or, if applicable, such earlier time as may is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities 1933 Act; to file , when any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further post-effective amendment or any supplement to the Registration Statement shall have been filed or Prospectus after become effective, (ii) of any request by the date Commission for any post-effective amendment of the Pricing Agreement relating to such Securities and prior Registration Statement or supplement to the Time Prospectus or for any additional information, (iii) of Delivery the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening by direct communication with the Company of any proceeding for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such Securitiespurpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Rule 424(b) under the 1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in any casethe event that it was not, which shall be reasonably disapproved by it will promptly file the Representatives for such Securities promptly after Prospectus. The Company will use its reasonable notice thereof; best efforts to advise prevent the Representatives promptly issuance of any such amendment or supplement after such Time stop order suspending the effectiveness of Delivery and furnish the Representatives with copies Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. (b) To If at any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify the Underwriter, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Underwriter in such quantities as the Underwriter may reasonably request. (c) During the period when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, (i) the Company will file promptly all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment will furnish to the Registration Statement has been filed Underwriter copies of such documents, (ii) on or becomes effective or any supplement prior to the Prospectus or date on which the Company makes any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating announcement to the Securities general public concerning earnings or of concerning any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 other event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities which is required by law to be delivered (or required to be delivered described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriter the information contained or to be contained in such announcement or document and (iii) the Company will furnish to the Underwriter copies of all other material press releases or announcements to the general public. (d) As soon as practicable, but for not later than 90 days after the close of the period covered by the earnings statement, the Company will make generally available to its security holders and to the Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 172 158 under the Securities 1933 Act. (e) So long as the Underwriter is required to deliver a prospectus in connection with sales of the Offered Securities, the Company will furnish to the Underwriter and its counsel, without charge, such copies of the Registration Statement (including exhibits thereto) and Prospectus as the Underwriter may reasonably request. (f) The Company will endeavor, in cooperation with the Underwriter, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions of the United States of America as the Underwriter may designate, will maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will apply the net proceeds from the offering of the Offered Securities in the manner set forth under the caption "Use of Proceeds" in the Prospectus. (h) For a period of 60 days after the date of the Prospectus, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the 1933 Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Underwriter. (i) The Company shall, whether or not any sale of the Offered Securities is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, this Agreement and related documents delivered to the Underwriter, the cost of preparing, printing, packaging and delivering the Offered Securities, the fees and expenses incurred in connection with the listing of the Offered Securities on the New York Stock Exchange and the Pacific Stock Exchange, and the fees and expenses incurred in compliance with Section 4(f) hereof. If this Agreement is terminated by any the Underwriter in accordance with the provisions of Section 5 or dealerSection 7(a)(i) hereof, the Company shall reimburse the Underwriter for all of its reasonable out-of-pocket expenses relating to the offer and sale of the Offered Securities contemplated by this Agreement, including the reasonable fees and disbursements of counsel for the Underwriter incurred in connection therewith.

Agreements of the Company. The Company hereby agrees with each of the Underwriters of any Designated SecuritiesInitial Purchaser as follows: (a) To prepare advise the Prospectus in relation to the applicable Designated Securities in a form approved Initial Purchaser promptly and, if requested by the Representatives and Initial Purchaser, to file confirm such Prospectus advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A Debentures for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Rule 424(bSection 5(e) under hereof, or the Securities Act not later than the Commission’s close initiation of business on the second business day following the execution any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose and delivery (ii) of the Pricing Agreement relating happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the applicable Designated Securities orPreliminary Offering Memorandum or the Offering Memorandum untrue or that requires any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Series A Debentures under any state securities or Blue Sky laws and, if applicable, such earlier at any time as may be required by Rule 424(b) and Rule 430A, 430B any state securities commission or 430C under other federal or state regulatory authority shall issue an order suspending the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to qualification or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly exemption of any Series A Debentures under any state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such amendment or supplement after such Time of Delivery and furnish order at the Representatives with copies thereofearliest possible time. (b) To file promptly all reports furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Company as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any definitive proxy amendments or information statements required supplements thereto, as the Initial Purchaser may reasonably request for the time period specified in Section 5(c). Subject to be filed by the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 7 hereof, the Company with the Commission pursuant consents to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any prospectus relating to the Securities or of any proceeding amendments and supplements thereto required pursuant to Section 8A of the Securities Acthereto, of the suspension of the qualification of such Securities 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, Initial Purchaser in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means connection with Exempt Resales. (c) During such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities Initial Purchaser an Offering Memorandum is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales Exempt Resales by the Initial Purchaser and in connection with market-making activities of the Initial Purchaser for so long as any Series A Debentures are outstanding, (i) not to make any amendment or supplement to the Offering Memorandum of which the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser shall reasonably object after being so advised and (ii) to prepare promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Memorandum which may be necessary or advisable in connection with such Exempt Resales or such market-making activities. (d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the opinion of counsel to the Initial Purchaser, it becomes necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when such Offering Memorandum is delivered to an Eligible Purchaser, not misleading, or if, in the opinion of counsel to the Initial Purchaser, it is necessary to amend or supplement the Offering Memorandum to comply with any applicable law, forthwith to prepare an appropriate amendment or supplement to such Offering Memorandum so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request. (e) Prior to the sale of all Series A Debentures pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of the Series A Debentures for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such United States jurisdictions as the Initial Purchaser may request and to continue such registration or qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; PROVIDED, HOWEVER, that neither the Company nor any of its subsidiaries shall be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) So long as the Debentures are outstanding, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Debentures a financial report of the Company and its subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of stockholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Company's independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (g) So long as the Debentures are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished by the Company to its security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and/or its subsidiaries published, issued, created or filed by the Company or its subsidiaries as the Initial Purchaser may reasonably request. (h) So long as any of the Series A Debentures remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to make available to any holder of Series A Debentures in connection with any sale thereof and any prospective purchaser of such Series A Debentures from such holder, the information ("RULE 144A INFORMATION") required by Rule 144A(d)(4) under the Act. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Company and accountants of the Company in connection with the sale and delivery of the Series A Debentures to the Initial Purchaser and pursuant to Exempt Resales, and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Memorandum, the Offering Memorandum and all amendments and supplements to any Underwriter of the foregoing (including financial statements), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Series A Debentures to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or dealerother taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A Debentures, (iv) all expenses in connection with the registration or qualification of the Series A Debentures for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (v) the cost of printing certificates representing the Series A Debentures, (vi) all expenses and listing fees in connection with the application for quotation of the Series A Debentures in the National Association of Securities Dealers, Inc. ("NASD") Automated Quotation System--PORTAL ("PORTAL"), (vii) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Debentures, (viii) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (ix) any fees charged by rating agencies for the rating of the Debentures, (x) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, and (xi) and all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. (j) To use its best efforts to effect the inclusion of the Series A Debentures in PORTAL and to maintain the listing of the Series A Debentures on PORTAL for so long as the Series A Debentures are outstanding. (k) To obtain the approval of DTC for "book-entry" transfer of the Debentures, and to comply with all of its agreements set forth in the representation letter of the Company to DTC relating to the approval of the Debentures by DTC for "book-entry" transfer. (l) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Debentures (other than (i) the Debentures, (ii) borrowings under the New Credit Agreement, and (iii) commercial paper issued in the ordinary course of business), without the prior written consent of the Initial Purchaser which shall not be unreasonably withheld. (m) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Debentures to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Series A Debentures under the Act. (n) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any Debentures. (o) To cause the Exchange Offer to be made in the appropriate form to permit Series B Debentures registered pursuant to the Act to be offered in exchange for the Series A Debentures and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (p) To comply with all of its agreements set forth in the Registration Rights Agreement. (q) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Debentures.

Agreements of the Company. The Company covenants and agrees with each of the Underwriters of any Designated SecuritiesUnderwriter as follows: (a) To prepare the Prospectus in relation use its reasonable best efforts to cause any amendment to the applicable Designated Securities Registration Statement to become effective at the earliest possible time. (b) To furnish to each of the Representatives, without charge, as many signed copies of the Registration Statement (as originally filed) and each amendment thereto and each document incorporated or deemed incorporated therein, in a form approved by each case including exhibits filed therewith or incorporated therein, as the Representatives may reasonably request, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery each other Underwriter a conformed copy of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time Registration Statement (as may be required by Rule 424(boriginally filed) and Rule 430Aeach amendment thereto, 430B or 430C under in each case without exhibits and, during the Securities Act; period mentioned in paragraph (e) below, to file any Issuer Free Writing each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Pricing Term SheetRepresentatives may reasonably request. (c) To give the Underwriters prompt notice of the Company's intention to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to file or file prepare any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior any amendment or supplement to the Time of Delivery for such SecuritiesProspectus, in any casewhether pursuant to the Securities Act, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Exchange Act or otherwise, to advise furnish the Representatives promptly Underwriters and their counsel with copies of any such amendment or supplement after a reasonable amount of time prior to such Time of Delivery proposed filing or use, as the case may be, and furnish not to file any such amendment or supplement or use any such prospectus to which the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy Underwriters or information statements required counsel for the Underwriters shall object. Subject to the foregoing sentence, the Company will cause each Prospectus Supplement relating to the Offered Securities to be filed by the Company with the Commission pursuant to Section 13(a)the applicable paragraph of Rule 424 under the Securities Act within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. (d) To advise the Representatives and their counsel promptly, 13(c)and to confirm such advice in writing, 14 or 15(d(i) when any Prospectus Supplement relating to the Offered Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act, (ii) when, prior to the termination of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, offering of the time when Offered Securities, any amendment to the Registration Statement has shall have been filed with the Commission or becomes effective become effective, (iii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any amended Prospectus has been filedadditional information, or mailed for filing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus relating to the Securities Prospectus or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities for offering Prospectus Supplement or sale in any jurisdiction, of the initiation or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation of any proceeding for 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 ; and to use its reasonable best efforts to prevent the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationnotification and, if issued, to use promptly its best efforts to obtain its withdrawal; as used hereinsoon as possible the withdrawal thereof. (e) If, the term “Prospectus Delivery Period” means during such period of time after the first date of the public offering of the Designated Offered Securities as in the opinion of the Underwriters' counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur, information shall become known or condition exist as a result of which it is necessary or advisable to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary or advisable to amend or supplement the Prospectus to comply with law, forthwith, at the sole expense of the Company, to prepare, and, subject to Section 5(c) above, file with the Commission and furnish, without charge, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Offered Securities may have been sold by the Representatives on behalf of the Underwriters and to any other dealers, upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (f) To endeavor to qualify the Offered Securities (and, if applicable, the Common Stock) for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall request and to continue such qualification in effect so long as required for distribution of the Offered Securities and to pay all fees and expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with such qualification; provided, however, that the Company shall not be required to file a general consent to service of process in any jurisdiction or subject itself to general taxation in any jurisdiction. (g) To make generally available to its security holders and to the Representatives as soon as practicable, but not later than 15 months after the date of each Terms Agreement, an earnings statement, covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Rule 158 under the Securities Act and Section 11(a) of the Securities Act. (h) For a period of 90 days after the Representation Date, without the prior written consent of the Representative designated in the Terms Agreement, not to, and not cause or permit any subsidiary of the Company to, directly or indirectly, effect any offer, sale or other disposition of, or registration of, any Debt Securities or any other long term debt, notes or debentures of or guaranteed by the Company or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for Debt Securities or any such long-term debt, notes or debentures, other than the Offered Securities to be sold pursuant to the Terms Agreement and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. If the Offered Securities are convertible into Common Stock, during a period of 90 days from the Representation Date, the Company will not, without the prior written consent of the Representative designated in the Terms Agreement, directly or indirectly, effect any offer, sale or other disposition of, or registration of, shares of Common Stock or any right to purchase or other security convertible into or exchangeable or exercisable for or any securities of the Company substantially similar to any such shares, other than (A) the Offered Securities to be sold pursuant to the Terms Agreement, (B) shares of Common Stock issued upon conversion, exercise or exchange of convertible, exchangeable or exercisable securities of the Company or of any subsidiary of the Company outstanding on the Representation Date and (C) shares of Common Stock and options thereunder issued pursuant to employee benefit plans of the Company in place on the Representation Date as in effect on the Representation Date, and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. (i) Whether or not the transactions contemplated hereby or by the Terms Agreement are consummated or this Agreement is terminated or shall not become effective, to pay all costs and expenses incident or relating to the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses (i) incurred in connection with the preparation, issuance, execution and delivery of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion thereof), (ii) incurred in connection with the preparation, printing and filing under the Securities Act and the Exchange Act of the Registration Statement, the Prospectus, any preliminary prospectus and each Prospectus Supplement (including in each case all exhibits, amendments and supplements thereto and all documents incorporated therein by reference), (iii) incurred in connection with the registration or qualification of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion or exchange thereof) under the laws of such jurisdictions as the Representatives may request (including filing fees and the fees of counsel for the Underwriters and their disbursements), (iv) relating to any filing with the National Association of Securities Dealers Inc. (the "NASD") in connection with the offering of the Offered Securities, (v) incurred in connection with the engagement of any qualified independent underwriter as may be required by NASD rules and regulations, (vi) incurred in connection with the rating of the Offered Securities, (vii) incurred in connection with advertising relating to the Offered Securities approved by the Company (which approval shall not be unreasonably withheld or delayed), (viii) relating to the fees and expenses of the applicable Trustee, including the fees and expenses of counsel to the applicable Trustee, and of the transfer agent and registrar for the Common Stock if the Offered Securities are convertible into the Common Stock and (ix) relating to or in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Terms Agreement, the Indenture relating to the Offered Securities, any Supplemental Indenture relating thereto, the agreement among underwriters, each other document or instrument relating to the underwriting arrangements and the coordination of the offering of the Offered Securities by the U.S. Underwriters and the International Managers, if applicable, any dealer 23 -23- agreements, the Preliminary and Supplemental Blue Sky Memoranda and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Prospectus and each Prospectus Supplement, including mailing and shipping, as herein provided. (j) To furnish to the Representatives for a period of five years after the Representation Date copies of all reports or other communications (financial or other) furnished to holders of the Company's capital stock, and copies of any reports and financial statements furnished to or filed with the Commission. (k) To use the net proceeds of the offering of the Offered Securities as set forth in the Prospectus Supplement under the caption "Use of Proceeds." (l) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales (including resales) of the Offered Securities, to file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time period required by the Exchange Act and the Exchange Act Regulations. (m) If the Offered Securities are convertible into Common Stock, the Company will use its best efforts to effect the listing of the shares of Common Stock issuable upon conversion of the Offered Securities on the New York Stock Exchange on the Representation Date. (n) To reserve and keep available at all times, free of preemptive rights, sufficient shares of Common Stock to satisfy any obligations to issue shares of Common Stock upon conversion of all of the Offered Securities that are convertible into the Common Stock. (o) To deliver copies of the Prospectus to such Securities place or places as shall be designated by any Underwriter or dealerthe Representatives not later than 1:00 p.m., New York City time, on the day after the date of the Terms Agreement.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter that: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not No later than the Commission’s close of business on the second business day following the execution of this Agreement, the Company will prepare a Prospectus Supplement that complies with the 1933 Act and delivery the 1933 Act Regulations and that sets forth the principal amount of the Pricing Agreement relating Securities and their terms, the name of the Underwriter participating in the offering and the principal amount of the Securities that the Underwriter has agreed to purchase, the price at which the Securities are to be purchased by the Underwriter from the Company, any initial public offering price, any selling concession and reallowance and any delayed delivery arrangements, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities. The Company will promptly transmit copies of the Prospectus Supplement to the applicable Designated Securities or, if applicable, such earlier time as may be required by Commission for filing pursuant to Rule 424(b) and Rule 430A, 430B or 430C 424 under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) 1933 Act and will furnish to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date Underwriter as many copies of the Pricing Agreement relating to such Securities and prior to Prospectus as the Time of Delivery for such Securities, in any case, which Underwriter shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof.request; (b) To The Company will comply with the 1933 Act and the 1933 Act Regulations and the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and the Prospectus; (c) During the period when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, the Company will, subject to Section 5(d) hereof, file promptly all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c)13, 14 or 15(d) of the Exchange Act; (d) During the period when a prospectus is required by the 1933 Act during to be delivered in connection with sales of the Securities, the Company will inform the Underwriter of its intention to file any amendment to the Registration Statement, any supplement to the Prospectus Delivery Period or any document that would as a result thereof be incorporated by reference in the Prospectus; will furnish the Underwriter with copies of any such amendment, supplement or other document a reasonable time in advance of filing; and will not file any such amendment, supplement or other document in a form to which the Underwriter or its counsel shall reasonably object; (as defined below)e) During the period when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, the Company will notify the Underwriter immediately, and during such same period to advise confirm the Representativesnotice in writing, promptly after it receives notice hereof, (i) of the time when effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus or any document that would as a result thereof be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Prospectus or the Prospectus Supplement, (iv) of any request by the Commission for any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or for additional information relating thereto or to any amended document incorporated by reference in the Prospectus has been filed, or mailed for filing, and (v) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, or of the initiation institution or threatening of any proceeding for any of 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 purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order suspending such qualification and, if any such order preventing or suspending is issued, to obtain the use of any prospectus relating lifting thereof at the earliest possible moment; (f) Promptly from time to time to take such actions as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you have requested 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 Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or suspending to take any action that would subject it to general service of process in any such qualification, jurisdiction where it is not presently qualified or where it would be subject to use promptly its best efforts taxation as a foreign corporation; (g) To furnish the Underwriter with copies of the Registration Statement and the Prospectus in such quantities as you may from time to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means time reasonably request during such period of time after following the first date of the public offering of the Designated Securities hereof as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with offers or sales of Securities, and, if the delivery of a prospectus is required and if at such Securities by time any event 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 1933 Act, to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to notify you and upon your request furnish without charge to the Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of such amended Prospectus or dealer.supplement to the Prospectus; (h) As soon as practicable, but not later than the Availability Date (as defined below), to make generally available to its security holders and deliver to you an earnings statement of the Company (which need not be audited) covering a period of at least 12 months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the 1933 Act (for the purpose of this subsection 5(h) only, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the effective date of the Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter);

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesseveral Underwriters, the Forward Purchasers and the Forward Sellers that: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. During the second business day following the execution and delivery of the Pricing Agreement period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Shares is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives, the Forward Sellers and the Forward Purchasers (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives, the Forward Sellers and the Forward Purchasers with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose or pursuant to Section 8A of the Act, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Shares is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities the Representatives, the Forward Sellers and the Forward Purchasers a copy for their review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after to which the Representatives, the Forward Sellers or the Forward Purchasers reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives, the Forward Sellers and the Forward Purchasers a copy of the document proposed to be so filed, such Time of Delivery delivery to be made at least 24 hours prior to such filing, and furnish the Representatives Company will consult with copies thereof. the Representatives, the Forward Sellers and the Forward Purchasers as to any comments which the Representatives, the Forward Sellers or the Forward Purchasers make in a timely manner with respect to such document. During the period for which a prospectus relating to the Shares is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Shares. Following the First Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Shares is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company’s receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Shares by the Underwriters (and references herein to the “Registration Statement” shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Shares is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters, the Forward Sellers and the Forward Purchasers a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives, the Forward Sellers and the Forward Purchasers a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives, the Forward Sellers and the Forward Purchasers conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by the Underwriters or a dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives, the Forward Sellers and the Forward Purchasers may reasonably request. (e) Without the prior written consent of the Representatives, the Forward Sellers and the Forward Purchasers, the Company has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives, the Forward Sellers and the Forward Purchasers and, upon their request, file such document and prepare and furnish without charge to each Underwriter, Forward Seller and Forward Purchaser as many copies as the Representatives, the Forward Sellers or the Forward Purchasers may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Shares for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) For a period of two years after the First Closing Date, the Company will furnish (or cause to be furnished) to each of the Representatives, the Forward Sellers and the Forward Purchasers upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the 45-day period beginning on the date of this Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act) Act relating to, any shares of Common Stock or securities convertible into or exchangeable for any shares of Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives, the Forward Sellers and the Forward Purchasers, except for issuances pursuant to the exercise or conversion of stock options, restricted stock or restricted stock units, or performance shares or convertible notes outstanding on the date of this Agreement, grants of employee stock options, restricted stock or restricted stock units, or performance shares pursuant to the terms of a plan in effect on the date of this Agreement, issuances pursuant to the exercise or conversion of such stock options, restricted stock or restricted stock units, or performance shares, the filing of registration statements on Form S-8 and amendments thereto in connection with sales such stock options, restricted stock or restricted stock units, or performance shares or the Company’s employee stock purchase or other employee benefit plans in existence on the date of this Agreement, issuances pursuant to the dividend reinvestment and stock purchase plan in place on the date of this Agreement, the issuances pursuant to any dividend reinvestment and stock purchase plan that replaces the Company’s current dividend reinvestment and stock purchase plan, the filing of registration statements on Form S-3 and amendments thereto in connection with such Securities dividend reinvestment and stock purchase plans and issuances of any Company Shares in accordance herewith, the sale, delivery or issuance of any Company Shares pursuant to Section 2(a)(iv) or Section 12 hereof or the sale, delivery or issuance of any shares of Common Stock by the Company pursuant to the Forward Sale Agreements or any Underwriter Additional Forward Sale Agreement. (j) The Company will use its commercially reasonable efforts to effect and maintain the listing of the Company Shares and the Issuable Shares on the Nasdaq Stock Market LLC (“Nasdaq”). (k) In connection with the offering of the Shares, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Shares, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or dealerwith one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest in any Shares or attempt to induce any person to purchase any Shares or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Shares. (l) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.

Agreements of the Company. The Company hereby agrees that it and its domestic subsidiaries will (a) use reasonable commercial efforts to (i) file the Chapter 11 Cases with respect to the Restructuring Transaction in the United States Bankruptcy Court for the Southern District of Texas on or prior to May 2, 2009, (ii) file the Conforming Plan and the Conforming Disclosure Statement with the Bankruptcy Court on or prior to May 15, 2009, (iii) obtain Bankruptcy Court approval of the Conforming Disclosure Statement on or prior to June 30, 2009, (iv) obtain confirmation of the Conforming Plan by the Bankruptcy Court on or prior to August 15, 2009; and (v) consummate the Restructuring Transaction on or prior to August 31, 2009, and not to take any action that is materially inconsistent with, or that would materially delay consummation of, the Restructuring Transaction; (b) not assert or support any assertion by any third party that, prior to issuing any termination notice pursuant to Section 3(b), a Consenting Holder shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice); (c) prepare or cause the preparation, as soon as practicable after the date hereof, of each of the Underwriters of any Designated Securities: (a) To prepare Conforming Plan, the Prospectus in relation to Conforming Disclosure Statement and the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period Definitive Documents (as defined below), each containing terms and during conditions consistent in all material respects with the Restructuring Terms, and to distribute such same period documents and afford reasonable opportunity of comment and review to advise the Representatives, promptly after it receives notice hereof, respective legal and financial advisors for the Consenting Holders in advance of any filing thereof; (d) cause the composition of the time when any amendment Company’s board of directors and management upon consummation of the Restructuring Transaction to be acceptable to the Registration Statement has been filed Majority Consenting Holders (as defined below); and (e) not seek to implement any transaction or becomes effective or any supplement to series of transactions that would effect a restructuring on terms other than the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealerRestructuring Terms.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesCredit Suisse as follows: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act If not later than otherwise available on the Commission’s close of business on the second business day following the execution Electronic Data Gathering, Analysis and delivery Retrieval system (“XXXXX”), so long as any of the Pricing Agreement relating Shares are outstanding, the Company will furnish to Credit Suisse as soon as practicable after the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Pricing Term SheetCompany and its consolidated subsidiaries certified by independent public accountants) to and, as soon as practicable after the extent required by Rule 433 under end of each of the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to first three quarters of each fiscal year (beginning with the Registration Statement or Prospectus fiscal quarter ending after the date of this Agreement), will make available to Credit Suisse consolidated summary financial information of the Pricing Agreement relating to such Securities Company and prior to the Time of Delivery its subsidiaries for such Securities, quarter in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereofdetail. (b) To file promptly If not otherwise available on XXXXX, the Company will furnish to Credit Suisse (i) as soon as available, a copy of each report of the Company mailed to stockholders generally or filed with any stock exchange or regulatory body and (ii) from time to time such other information concerning the Company as Credit Suisse may reasonably request. (c) Except as stated in this Agreement or with respect to the repurchase of Common Stock described in the Company’s press release dated December 9, 2014, neither the Company nor any of its affiliates has taken, nor will any of them take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the amendment of the Certificate of Designations contemplated by this Agreement. (d) The Company will take such steps as shall be necessary to ensure that neither the Company nor any of the Company’s subsidiaries becomes an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended. (e) The Company will use all reports commercially reasonable efforts to do and any definitive proxy perform all things required or information statements required necessary to be filed done and performed under this Agreement by it on or prior to the Closing Date, and to satisfy all conditions precedent to Credit Suisse’s obligations hereunder. (f) The Company shall reserve at all times a number of shares of Common Stock equal to the Maximum Number of Shares (as defined in the Certificate of Designations as amended by this Agreement) in treasury for conversions of the Shares. (g) The Company will not incur any debt or otherwise enter into any agreement or amendment to an agreement (other than a Permitted Agreement) that would restrict the ability of the Company to make any payments or otherwise provide any consideration with respect to the Commission pursuant Shares when and as due under the Certificate of Designations (as amended by this Agreement) to the extent such restriction restricts the ability of the Company to make any payments or otherwise provide any consideration with respect to the Shares when and as due under the Certificate of Designations (as amended by this Agreement) in a manner that is materially more restrictive than the provisions of (i) Section 13(a4.07 of the Supplemental Indentures, in each case to the Indenture dated February 2, 2006, dated (1) August 20, 2010 (governing the Company’s 8.25% senior notes due September 1, 2020), 13(c(2) January 26, 2011 (governing the Company’s 7.625% senior notes due January 15, 2018), 14 or 15(d(3) May 24, 2011 (governing the Company’s 7.875% senior notes due May 15, 2021), (4) September 24, 2012 (governing the Company’s 6.625% senior notes due March 15, 2023) and (5) January 27, 2014 (governing the Company’s 6.25% senior notes due July 15, 2022), in each case, between the Company, the guarantors named therein and Law Debenture Trust Company of New York as trustee (the “Notes Indentures”), and (ii) Section 6.06 (entitled “Restricted Payments”) of the Exchange Act during Amended and Restated Credit Agreement, dated July 1, 2011, by and among the Prospectus Delivery Period Company, the lenders party thereto and the administrative agent, collateral agent and documentation agents thereto (as defined belowthe “Credit Agreement”), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when . A “Permitted Agreement” means any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed agreement for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 securities or incurrence of debt where (i) the documents governing the terms of such stop order securities or debt would violate this Section 3(g), but the terms of any such order preventing agreement would not otherwise themselves violate this Section 3(g) and (ii) concurrently with the issuance of such securities or suspending incurrence of such debt the use of any prospectus relating to the Securities Company repurchases or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date otherwise retires all of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealeroutstanding Shares.

Agreements of the Company. The Company covenants and agrees with each of the -------------------------- Underwriters of any Designated Securitiesand the QIU (as defined in Section 12) as follows: (a) To to furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions as you may designate and to maintain such qualifications in effect so long as required for the distribution of the Notes. Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any such jurisdiction or subject itself to taxation in any such jurisdiction where it is not then so subject, or to incur expenses that the Company reasonably believes are excessive in connection with such requested qualification or registration; (b) to prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives you and to file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business Act, on or before the second business day following the execution and delivery date of the Pricing this Agreement relating to the applicable Designated Securities or, if applicable, (or such earlier time as may be required by Rule 424(bthe Act) and Rule 430Ato furnish promptly (and, 430B with respect to the initial delivery of such Prospectus, not later than 10:00 A.M. (New York City time) on or 430C under before the Securities Act; to file any Issuer Free Writing Prospectus (including second business day following the Pricing Term Sheetdate of this Agreement or on such other day as the Company and you may mutually agree) to the Underwriters copies of the Prospectus in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Act, which Prospectus furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; in the event any Underwriter is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Notes, the Company will prepare promptly upon request, but at the expense of such Underwriter, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) to advise you promptly, confirming such advice in writing if requested by Rule 433 you, of (i) the receipt of any comments from the Commission relating to the Registration Statement, any amendment thereto, the Prospectus or any amendment or supplement thereto, or any filing of the Company under the Securities Act; not to make, prepare, use, authorize, approve, refer to Act or file any Issuer Free Writing the Exchange Act that is filed during the Distribution Period (as defined below) that is incorporated by reference in the Registration Statement or Prospectus, and to make no further amendment (ii) any request by the Commission for amendments or any supplement supplements to the Registration Statement or Prospectus after the date of the Pricing Agreement relating or for additional information with respect thereto that relates to such Securities and any document filed prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) conclusion of the Exchange Act during the Prospectus Delivery Period Distribution Period, (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus relating to Preliminary Prospectus or the Securities Prospectus, and (iv) the initiation, threatening or contemplation of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification proceedings for any of such Securities for offering purposes; and, if the Commission or sale in any jurisdictionother governmental agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of the initiation or threatening such order as soon as possible; to advise you promptly of any proceeding for any such purpose, proposal to amend or of any request by the Commission for the amending or supplementing of supplement the Registration Statement or Prospectus or for additional information Prospectus, including by filing any documents that would be incorporated therein by reference, and, during the Distribution Period (as defined below), to file no such amendment or supplement to which you shall reasonably object in writing; (d) subject to Section 4(l) hereof, to file promptly all reports and any definitive proxy or information statement required to be filed by the event Company with the Commission in order to comply with the Exchange Act subsequent to the date of the issuance Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes, and to promptly notify you of such filing; (e) to advise you promptly of the happening of any such stop order or of any such order preventing or suspending the use of any prospectus relating event known to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means Company during such period of time after the first date of the public offering of the Designated Securities as Notes during which a prospectus relating to the Notes is required to be delivered under the Act in connection with sales by the Underwriters or any dealer (the "DISTRIBUTION PERIOD"), which, in the opinion judgment of the Company, would require the making of any change in the Prospectus then being used, or in the information incorporated therein by reference, so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the Company's expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of such proposed amendment or supplement before filing any such amendment or supplement with the Commission; (f) to the extent not publicly available via EDGAR, to furnish to you one copy of the Registration Statxxxxx, in the form declared effective by the Commission, and all post-effective amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (g) prior to the Closing Date, to furnish without charge to the Underwriters, (i) as soon as they have been prepared by the Company, a copy of any regularly prepared final internal financial statements of the Company and its Subsidiaries for any period subsequent to the period covered by the financial statements appearing in the Registration Statement and Prospectus (including any documents incorporated by reference therein), (ii) all other reports and other communications (financial or otherwise) that the Company mails or otherwise make publicly available to all of its security holders and (iii) such other information as the Underwriters shall reasonably request; provided, however, that the Company's obligations under this paragraph (g) shall be deemed to be satisfied to the extent that any information required by clauses (i) through (iii) is filed and publicly available via EDGAR; (h) to use the proceeds from the sale of thx Xxtes in the manner described in the Prospectus under the caption "Use of Proceeds"; (i) to pay all costs, expenses, fees, disbursements (including fees, expenses and disbursements of counsel to the Company) reasonably incurred and stamp, documentary or similar taxes incident to (i) the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Notes, (iii) the qualification of the Notes for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for the Underwriters a prospectus relating to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (iv) any listing of the Notes on any securities exchange or qualification of the Notes for quotation on NASDAQ and any registration thereof under the Exchange Act, (v) all expenses (including travel expenses) of the Company in connection with any meetings with prospective investors in the Notes, (vi) the preparation, notarization (if necessary) and delivery of the Note Documents and all other agreements, memoranda, correspondence and documents prepared and delivered in connection with this Agreement, (vii) the issuance, transfer and delivery by the Company of the Notes respectively, to the Underwriters, (viii) the preparation of certificates for the Notes, (ix) the approval of the Notes by DTC for book-entry transfer, (x) the rating of the Notes by rating agencies, (xi) the fees and expenses of the Trustee and its counsel, and (xii) the performance of the Company's other obligations under the Note Documents. In addition, if the transaction contemplated by this agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), then, in addition to any other remedies that the Underwriters may have, the Company shall pay the reasonable fees, expenses and disbursements of counsel to the Underwriters. If the transaction contemplated by this Agreement shall be terminated pursuant to clauses (iii), (iv), (v) or (vi) of Section 11(b), then, in addition to any other remedies that the Underwriters may have, the Company and the Underwriters shall each pay one-half the reasonable fees, expenses and disbursements of counsel to the Underwriters. It is understood, however, that except as expressly provided in this Section 4(i) and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them and any advertising expenses incurred in connection with any offers they may make. (j) to do and perform all things required to be done and performed under the Note Documents by the Company prior to or after the Closing Date and to satisfy all conditions precedent on the Company's part to the delivery of the Notes; (k) to comply in all material respects with all of its obligations set forth in the representations letter of the Company to DTC relating to the Securities approval of the Notes by DTC for "book-entry" transfer and to use its reasonable best efforts to obtain approval of the Notes by DTC for "book-entry" transfer; (l) during the Distribution Period, to furnish to you, not less than one business day (at least 24 hours) before filing with the Commission, a copy of any document proposed to be filed pursuant to Section 13, 14 or 15 of the Exchange Act; and (m) to make generally available to its security holders, and to deliver to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period. The requirements of this paragraph 4(m) may be satisfied by the timely filing of the periodic reports required by law to be delivered (or required to be delivered but for Section 13 of the Exchange Act as permitted by Rule 172 under 158 of the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.

Agreements of the Company. The Company agrees with each From and after the date of this Agreement, and thereafter so long as any of the Underwriters Convertible Notes remain outstanding, the Company will duly perform and observe, for the benefit of any Designated Securitiesthe holders of the Convertible Notes, each and all of the covenants and agreements hereinafter set forth: (a) To prepare The Company shall deliver to each holder of a Convertible Note: i. Quarterly Statements -- upon the Prospectus earlier of (x) when the Company files its Form 10-Q with the Securities and Exchange Commission for a fiscal period and (y) 50 days after the end of each quarterly fiscal period in relation each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (2) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the applicable Designated financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 4(a)(i); ii. Annual Statements -- upon the earlier of(x) when the Company files its Form 10-K with the Securities and Exchange Commission for a fiscal period and (y) 105 days after the end of each fiscal year of the Company, duplicate copies of, (1) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (2) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that suchfinancial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a form approved by reasonable basis for such opinion in the Representatives circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to file obtain knowledge of any Default or Event of Default unless such Prospectus accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 424(b) 14a-3 under the Securities Act not later than Exchange Act) prepared in accordance with the Commission’s close of business on the second business day following the execution requirements therefor and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under filed with the Securities Act; to file any Issuer Free Writing Prospectus and Exchange Commission, together with the accountant's certificate described in clause (including the Pricing Term SheetB) to the extent required by Rule 433 under the Securities Act; not to makeabove, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by deemed to satisfy the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly requirements of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to this Section 13(a4(a)(ii), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.;

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To prepare That the Company will file the final Prospectus in relation to with the applicable Designated Securities in a form approved by Commission within the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to , will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriter in New York City prior to 10:00 A.M., New York City time, on the second business day succeeding the date of this Agreement in such quantities as the Underwriter may reasonably request. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Time of Delivery; (b) That before finalizing the Prospectus or making or distributing any amendment or supplement to any of the Registration Statement, Time of Sale Information or the Prospectus or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Underwriter and counsel for the Underwriter a copy of the proposed Prospectus or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Prospectus, amendment or supplement or file any such document with the Commission to which the Underwriter reasonably objects; (c) That before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Underwriter and counsel for the Underwriter a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such Issuer Free Writing Prospectus to which the Underwriter reasonably objects; (d) That the Company shall 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; (e) The Company will deliver, without charge, to the Underwriter, during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Underwriter may reasonably request and each amendment or supplement thereto signed by an authorized officer of the Company with the independent accountants' reports in the Prospectus, and any amendment or supplement containing amendments to the financial statements covered by such reports, signed by the accountants, and additional copies thereof in, such quantities as you may from time to time reasonably request, and if, at any time prior to the expiration of the Prospectus Delivery Period, any event 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 or desirable during such same period to advise amend or supplement the RepresentativesProspectus, promptly after it receives notice hereof, of the time when any amendment to notify you and upon your request to prepare and furnish without charge to the Registration Statement has been filed Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or becomes effective or any a supplement to the Prospectus which will correct such statement or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as omission. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities Shares as in the opinion of counsel for the Underwriters Underwriter a prospectus relating to the Securities Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities the Shares by any the Underwriter or dealer.;

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.,

Agreements of the Company. The Company covenants and agrees with each that any right to payment received by the Guarantors and the Co-Support Parties, as the case may be, in respect of either or both of the Underwriters Credit Agreements and their guaranty or other credit support in connection therewith, whether by way of purchase, subrogation, contribution or otherwise, and regardless whether and to what extent the same shall be subordinated to other indebtedness to the Banks or shall have been waived pending certain events, may be applied, both as to principal and accrued and unpaid interest, dollar for dollar, by the Guarantors and the Co-Support Parties, or any of them, as the purchase price of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed equity securities offered by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed investors for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 andcash. In addition, in the event that the Company shall be unable to make a payment under either or both of the Credit Agreements, the Guarantors and the Co-Support Parties shall have the right (but not the obligation) (i) to purchase additional equity securities of the Company and (ii) to require the Company to use the net proceeds of such purchase to make such payment under either of the Credit Agreements. The right set forth in the preceding sentence may only be exercised upon joint approval by the Guarantors and the Co-Support Parties, and the securities so purchased shall be issued at fair value, based upon current market conditions for the issuance of any such stop order or of any such order preventing or suspending the equity securities. The Company shall use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; provide the Guarantors and the Co-Support Parties with sufficient notice in advance of a payment default under either of the Credit Agreements to enable the Guarantors and the CoSupport Parties to exercise their rights under this Article IV. The parties hereto acknowledge that (i) the Warrant Shares issued or issuable to the Guarantors are "Investor Registrable Securities" for purposes of the Registration Agreement, dated as used hereinof February 5, 1997, and amended as of December 15, 1998 and November 19, 1999 (the "Registration Agreement"), by and among the Company, the term “Prospectus Delivery Period” means such period of time after Guarantors, the first date Co-Support Parties and certain other parties signatory thereto, (ii) the Warrant Shares issued or issuable to the CoSupport Parties are "Executive Registrable Securities" for purposes of the public offering Registration Agreement and (iii) the Warrant Shares issued or issuable to the Guarantors and the Co-Support Parties are "Stockholder Shares" for purposes of the Designated Securities Stockholders Agreement, dated as in of February 5, 1997, and amended as of December 15, 1998, and November 19, 1999 by and among the opinion of counsel for Company, the Underwriters a prospectus relating to Guarantors, the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealerCo-Support Parties and certain other parties signatory thereto.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus Underwriters with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to makeand the Company will promptly furnish copies of the Preliminary Prospectus, prepare, use, authorize, approve, refer to or file any the Prospectus and each Issuer Free Writing Prospectus, and to make no further amendment or any supplement Prospectus (to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior extent not previously delivered) to the Time of Delivery for Underwriters in New York City in such Securities, in any case, which shall be reasonably disapproved by quantities as the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereofmay reasonably request. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, or pursuant to Section 8A of the Securities Act, (iv) until the end of such period as the Prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) During the period of five years commencing at the Time of Sale, to the extent the Company is not required to file periodic reports with the Commission pursuant to Sections 13 or 15 of the Exchange Act, the Company will furnish to the Underwriters, if requested, copies of such financial statements and other reports and information as the Company may from time to time distribute generally to the holders of any class of its securities. (k) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (l) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies, (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (x) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (xi) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (m) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date or the relevant Delivery Date, as the case may be, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (n) The Company will not at any time, directly or indirectly, take any action described in Section 3(y) hereof. (o) Until thirty (30) days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities and (ii) the incurrence of indebtedness under the Company’s credit facilities or through commercial paper issuances. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities (references herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be). (q) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness; and to take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible (references herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be). (r) The Company will use its reasonable best efforts to effect the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To prepare That the Company will file the final Prospectus in relation to with the applicable Designated Securities in a form approved by Commission within the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to , will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriter in New York City prior to 10:00 A.M., New York City time, on the second business day succeeding the date of this Agreement in such quantities as the Underwriter may reasonably request. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Time of Delivery; (b) That before finalizing the Prospectus or making or distributing any amendment or supplement to any of the Registration Statement, Time of Sale Information or the Prospectus or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Underwriter and counsel for the Underwriter a copy of the proposed Prospectus or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Prospectus, amendment or supplement or file any such document with the Commission to which the Underwriter reasonably objects; (c) That before making, preparing, using, authorizing, approving or referring to any Issuer Free Writing Prospectus, the Company will furnish to the Underwriter and counsel for the Underwriter a copy of such Issuer Free Writing Prospectus for review and will not make, prepare, use, authorize, approve or refer to any such Issuer Free Writing Prospectus to which the Underwriter reasonably objects; (d) That the Company shall 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; (e) The Company will deliver, without charge, to the Underwriter, during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Underwriter may reasonably request and each amendment or supplement thereto signed by an authorized officer of the Company with the independent accountants' reports in the Prospectus, and any amendment or supplement containing amendments to the financial statements covered by such reports, signed by the accountants, and additional copies thereof in, such quantities as you may from time to time reasonably request, and if, at any time prior to the expiration of the Prospectus Delivery Period, any event 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 a 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 or desirable during such same period to advise amend or supplement the RepresentativesProspectus, promptly after it receives notice hereof, of the time when any amendment to notify you and upon your request to prepare and furnish without charge to the Registration Statement has been filed Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or becomes effective or any a supplement to the Prospectus which will correct such statement or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as omission. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities Shares as in the opinion of counsel for the Underwriters Underwriter a prospectus relating to the Securities Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities the Shares by any the Underwriter or dealer.;

Agreements of the Company. 3.1 The Company agrees with each shall cause the shares of Common Stock issuable upon conversion of the Underwriters Senior Notes, when issued, to be duly included for quotation on the Nasdaq National Market, as promptly as practicable subject to applicable laws and regulations, but in no event later than thirty (30) days following the Closing Date. The Company shall ensure that the shares of Common Stock issuable upon conversion of the Senior Notes are included for quotation on the Nasdaq National Market for so long as the Common Stock is included for quotation on the Nasdaq National Market or such other national securities exchange and/or automated quotation system, if any, upon which the Common Stock is then listed for so long as any Designated Securities:Senior Notes remain outstanding. (a3.2 During the period from the Closing Date until the earlier of two years after the Closing Date and such time as the Senior Notes no longer constitute “restricted securities” within the meaning of Rule 144(a)(3) To prepare under the Prospectus Securities Act, the Company will make available, upon request, to any such seller of such Securities the information specified in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b144A(d)(4) under the Securities Act (the “Rule 144A Information”), to the extent that the Company has not later than yet filed such Rule 144A Information pursuant to the Commission’s close Securities Exchange Act of business on 1934, as amended (the second “Exchange Act”). 3.3 On or prior to the tenth (10th) business day following the execution Closing Date, the Company will (i) cause the Senior Notes to be included for quotation on the PORTAL Market, and delivery (ii) cause the Senior Notes to be eligible for clearance and settlement through DTC. 3.4 The Company will, at all times, authorize, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to satisfy its obligations to issue Common Stock upon conversion of the Pricing Agreement relating to Senior Notes. 3.5 In the applicable Designated Securities orcase of the transactions contemplated by the Registration Rights Agreement, if applicablethe Company will obtain all necessary consents, such earlier time orders, registrations, approvals, authorizations and qualifications as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file Act and any Issuer Free Writing Prospectus (including applicable state securities or “blue sky” laws. 3.6 Other than the Pricing Term Sheet) to disclosure of the extent required by Rule 433 under existence of this Agreement and the Securities Act; not to maketransactions contemplated hereby, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date hereof, the Company shall not provide to any Existing Bondholder any information that constitutes material, nonpublic information unless requested by such Existing Bondholder. In the event that the Company provides any Existing Bondholder any information that constitutes material, nonpublic information, the Company shall promptly publicly disclose such information or obtain the consent of the Pricing Agreement relating Existing Bondholder to not publicly disclose such Securities and information. 3.7 On or prior to two (2) business days following the Time Closing Date, the Company will file a Current Report on Form 8-K describing the terms of Delivery for such Securities, the transactions contemplated hereby and in any case, which shall be reasonably disapproved the Registration Rights Agreement in the form required by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereofExchange Act. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, pursuant to Section 8A of the Securities Act, (iv) until the end of such period as the Prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) During the period of five years commencing at the Time of Sale, to the extent the Company is not required to file periodic reports with the Commission pursuant to Sections 13 or 15 of the Exchange Act, the Company will furnish to the Underwriters, if requested, copies of such financial statements and other reports and information as the Company may from time to time distribute generally to the holders of any class of its securities. (k) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (l) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies, (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (x) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (xi) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (m) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (n) The Company will not at any time, directly or indirectly, take any action described in Section 3(y) hereof. (o) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities and (ii) the incurrence of inter-company indebtedness. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities (references herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be). (q) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective, (iv) promptly notify the Representatives of such effectiveness; and (v) take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible (references herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be). (r) The Company will use its reasonable best efforts to effect the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealerdealer (the “Prospectus Delivery Period”), file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) During the Prospectus Delivery Period, the Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, or pursuant to Section 8A of the Securities Act, (iv) of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished or otherwise publicly available, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) At the Time of Sale, and thereafter from time to time during the Prospectus Delivery Period, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, in connection with the offering or sale of the Securities during the Prospectus Delivery Period. If during the Prospectus Delivery Period, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (h) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (i) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (j) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (iv) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (v) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vi) counsel to the Company, (vii) the rating of the Securities by one or more rating agencies, (viii) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (ix) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (x) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (k) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 9 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if the Underwriters decline to purchase the Securities because any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (l) The Company will not at any time, directly or indirectly, take any action described in Section 3(w) hereof, provided that no agreement is made herein as to the activities of any Underwriter. (m) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company with a term of over one year other than (i) the Securities, (ii) the incurrence of inter-company indebtedness or (iii) the incurrence of term loan indebtedness not to exceed $200 million. (n) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (o) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (r) The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.or

Agreements of the Company. The Company agrees with each In further consideration of the Underwriters agreements of any Designated Securitiesthe Initial Purchasers herein contained, the Company covenants as follows: (a) To prepare advise the Prospectus in relation to the applicable Designated Securities in a form approved Initial Purchasers promptly and, if requested by the Representatives and to file Initial Purchasers, confirm such Prospectus advice in writing, of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Restricted Bonds for offering or sale in any jurisdiction designated by the Initial Purchasers pursuant to Rule 424(bSection 5(d) hereof, or the initiation of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Restricted Bonds under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities orany state securities or blue sky laws and, if applicable, such earlier at any time as may be required by Rule 424(b) and Rule 430A, 430B any state securities commission or 430C under other federal or state regulatory authority shall issue an order suspending the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to qualification or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly exemption of any Restricted Bonds under any state securities or blue sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such amendment or supplement after such Time of Delivery and furnish order at the Representatives with copies thereofearliest possible time. (b) To file promptly all reports furnish the Initial Purchasers and those persons identified by the Initial Purchasers to the Company as many copies of the Offering Memorandum, and any definitive proxy amendments or supplements thereto, in such quantities as the Initial Purchasers may reasonably request. Subject to the Initial Purchasers' compliance with their representations and warranties and agreements set forth in Section 7 hereof, the Company consents to the use of the Offering Memorandum, and any amendments and supplements thereto required pursuant hereto, by the Initial Purchasers in connection with Exempt Resales. (c) For such period of time as the Initial Purchasers are required by law or customary practice to deliver an offering memorandum in respect of the Restricted Bonds, if any event shall have occurred as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in light of the circumstances when the Offering Memorandum is delivered to an Eligible Purchaser, not misleading, or if it becomes necessary to amend or supplement the Offering Memorandum to comply with law, to forthwith prepare an appropriate amendment or supplement to the Offering Memorandum and deliver to the Initial Purchasers, without charge, such number of copies thereof as may be reasonably requested. (d) To use its best efforts to qualify the Restricted Bonds for offer and sale under the securities or blue sky laws of such jurisdictions as the Initial Purchasers may designate and to pay (or cause to be paid), or reimburse (or cause to be reimbursed) the Initial Purchasers and their counsel for, reasonable filing fees and expenses in connection therewith (including the reasonable fees and disbursements of counsel to the Initial Purchasers and filing fees and expenses paid and incurred prior to the date hereof), provided, however, that the Company shall not be required to qualify to do business as a foreign corporation or as a securities dealer or to file a general consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company to be unduly burdensome. (e) So long as the Bonds are outstanding, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Bonds a financial report of the Company on a consolidated basis, all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information statements as of the end of and for the preceding year, certified by the Company's independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (f) So long as any of the Restricted Bonds remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any holder of Restricted Bonds in connection with any sale thereof and any prospective purchaser of such Restricted Bonds from such holder, the information required by Rule 144A(d)(4) under the Act. (g) To pay all expenses, fees and taxes (other than transfer taxes on sales by the Initial Purchasers) in connection with the issuance and delivery of the Restricted Bonds, except that the Company shall be required to pay the fees and disbursements (other than fees and disbursements referred to in Section 5(d) hereof) of Pillsbury Winthrop LLP, counsel to the Initial Purchasers, only in the events provided in Section 5(h) hereof, the Initial Purchasers hereby agreeing to pay such fees and disbursements in any other event, and that except as provided in such Section 5(h), the Company shall not be responsible for any out-of-pocket expenses of the Initial Purchasers in connection with their services hereunder. (h) If the Initial Purchasers shall not take up and pay for the Restricted Bonds due to the failure of the Company to comply with any of the conditions specified in Section 10 hereof, or, if this Agreement shall be terminated in accordance with the provisions of Section 11(b) hereof prior to the Closing Date, to pay the reasonable fees and disbursements of Pillsbury Winthrop LLP, counsel to the Initial Purchasers and, if the Initial Purchasers shall not take up and pay for the Restricted Bonds due to the failure of the Company to comply with any of the conditions specified in Section 10 hereof, to reimburse the Initial Purchasers for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding a total of $3,000, incurred in connection with the financing contemplated by this Agreement. (i) During the period referred to in Section 5(c) hereof, to not amend or supplement the Offering Memorandum unless the Company has furnished the Initial Purchasers and counsel to the Initial Purchasers with a copy for their review and comment a reasonable time prior to the making of such amendment or supplement and has reasonably considered any comments of the Initial Purchasers, and not to make any such amendment or supplement to which such counsel shall reasonably object on legal grounds in writing after consultation with the Initial Purchasers. (j) During the period referred to in Section 5(c) hereof, to furnish the Initial Purchasers with copies of all documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c)13, 14 or 15(d) of the Exchange Act. (k) During the period referred to in Section 5(c) hereof, to comply with all requirements under the Exchange Act during relating to the Prospectus Delivery Period filing with the Commission of its reports pursuant to Section 13 or 15(d) of the Exchange Act and of its proxy statements pursuant to Section 14 of the Exchange Act. (l) To comply in all material respects with all of its agreements set forth in the Registration Rights Agreement. (m) To obtain the approval of The Depository Trust Company ("DTC") for "book-entry" transfer of the Bonds, and to comply in all material respects with all of its agreements set forth in the representation letter or letters of the Company to DTC relating to the approval of the Bonds by DTC for "book-entry" transfer. (n) Not to (or permit any affiliate (as defined belowin Rule 144 under the Act) to) sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Restricted Bonds to the Initial Purchasers or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Restricted Bonds under the Act. (o) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any Bonds. (p) To cause the Exchange Offer to be made in the appropriate form to permit Exchange Bonds registered pursuant to the Act to be offered in exchange for the Restricted Bonds and to comply in all material respects with all applicable federal and state securities laws in connection with the Exchange Offer. (q) During the period of two years after the Closing Date, not to, and not permit any of its affiliates (as defined in Rule 144 under the Act) to, resell any of the Bonds which constitute "restricted securities" under Rule 144 under the Act that have been reacquired by any of them. (r) To take all reasonable action necessary to enable Standard & Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"), Xxxxx'x Investors Service, Inc. ("Xxxxx'x") and during such same period Xxxxx, Inc. ("Fitch") to advise the Representatives, promptly after it receives notice hereof, provide their respective credit ratings of the time when any amendment Restricted Bonds. (1) Within 10 days after the Closing Date, to deliver the Supplemental Indenture in recordable form to the Registration Statement has been filed or becomes effective or any supplement appropriate real estate recording office in all jurisdictions specified in the Supplemental Indenture for recording and deliver to the Prospectus or any amended Prospectus has been filed, or mailed for filing, office of the issuance by Secretary of State of the Commission State of any stop order or of any order preventing or suspending the use of any prospectus Michigan a UCC-1 financing statement relating to the Securities or of any proceeding pursuant Supplemental Indenture for filing in such office and (2) within 25 days after the Closing Date, to Section 8A deliver to counsel to the Initial Purchasers a certificate signed by an officer of the Securities ActCompany certifying that the actions required by the foregoing clause (1) have been taken. The Company shall further provide counsel to the Initial Purchasers, as soon as it is available, a copy of the suspension related opinion of counsel contemplated by Section 7.11(i) of the qualification of such Securities for offering or sale in any jurisdiction, of Indenture. To 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as extent not covered in the opinion of described in the previous sentence, the Company shall also provide counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under Initial Purchasers, concurrently with the Securities Act) in connection with sales furnishing of such Securities by any Underwriter or dealeropinion, a list of the recording information for all such filings.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To In respect of the offering of the Shares contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby, the name of the Underwriter participating in the offering of the Shares and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the public offering price, the selling concession and reallowance if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus Underwriter pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as the Underwriter shall specify as soon as practicable after the date of this Agreement in such quantities as the Underwriter may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, to advise the Underwriter promptly and, if requested by the Underwater, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Shares, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to the Underwriter, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in including all exhibits and documents incorporated therein by reference, and to furnish to the event Underwriter such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as the Underwriter may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Securities Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, xx xxomulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or suspending the Exchange Act in connection with sales of Shares, not to file any such qualificationamendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which the Underwriter shall not previously have been advised or to which the Underwriter or Chapman and Cutler shall reasonably object; and to prxxxxx and file with xxx Commission, promptly upon the Underwriter's reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by the Underwriter, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, xx xromulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Chapman and Cutler a prospectus relating to the Securities is required by law to xx xxliverex xx connection with sales by the Underwriter or a dealer, to furnish to the Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e), any event shall occur as a result of which, in the opinion of Chapman and Cutler, it becomes necessary to amend or supxxxxxxx the Prospectux xx order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be delivered misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as the Underwriter shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Shares, (i) to cooperate with the Underwriter and Chapman and Cutler (or such other local counsel as may be xxxxxxxted xx xxx Underwriter) in connection with the registration or qualification of the Shares for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as the Underwriter may request, (ii) to continue such qualification in effect so long as required for distribution of the Shares, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with the Underwriter and Chapman and Cutler in connection with the review of the xxxxxxxg of xxx Xxares contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Common Shares a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to the Underwriter as soon as available a copy of each report or other publicly available information of the Company mailed to the holders of Common Shares or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as the Underwriter may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), the Prospectus, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such Securities registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Shares contemplated hereby, (vi) all costs and expenses incidental to the listing of the Shares on the NYSE, (vii) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by any the Underwriter or dealerby dealers to whom Shares may be sold and (viii) the cost of the preparation, issuance and delivery of certificates representing the Shares, including the charges of any transfer agent or registrar. (m) To use its best efforts to list the Shares on the NYSE and to maintain the listing of the Common Shares on the NYSE for a period of five years after the Closing Date hereunder. (n) To use its best efforts to qualify for the year ended December 31, 1998 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (o) To apply the net proceeds of the offering of Shares contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (p) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date, and to satisfy all conditions precedent to the delivery of the Shares.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To In respect of the offering of the Shares contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby, the name of the Underwriter participating in the offering of the Shares and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the public offering price, the selling concession and reallowance if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus Underwriter pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as the Underwriter shall specify as soon as practicable after the date of this Agreement in such quantities as the Underwriter may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, to advise the Underwriter promptly and, if requested by the Underwriter, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Shares, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to the Underwriter, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in including all exhibits and documents incorporated therein by reference, and to furnish to the event Underwriter such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as the Underwriter may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Securities Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or suspending the Exchange Act in connection with sales of Shares, not to file any such qualificationamendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which the Underwriter shall not previously have been advised or to which the Underwriter or Hunton & Xxxxxxxx shall reasonably object; and to prepare and file with the Commission, promptly upon the Underwriter's reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by the Underwriter, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Hunton & Xxxxxxxx a prospectus relating to the Securities is required by law to be delivered in connection with sales by the Underwriter or a dealer, to furnish to the Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e), any event shall occur as a result of which, in the opinion of Hunton & Xxxxxxxx, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as the Underwriter shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Shares, (i) to cooperate with the Underwriter and Hunton & Xxxxxxxx (or such other local counsel as may be designated by the Underwriter) in connection with the registration or qualification of the Shares for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as the Underwriter may request, (ii) to continue such qualification in effect so long as required for distribution of the Shares, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with the Underwriter and Hunton & Xxxxxxxx in connection with the review of the offering of the Shares contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Common Shares a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to the Underwriter as soon as available a copy of each report or other publicly available information of the Company mailed to the holders of Common Shares or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as the Underwriter may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), the Prospectus, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such Securities registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Shares contemplated hereby, (vi) all costs and expenses incidental to the listing of the Shares on the NYSE, (vii) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by any the Underwriter or dealerby dealers to whom Shares may be sold and (viii) the cost of the preparation, issuance and delivery of certificates representing the Shares, including the charges of any transfer agent or registrar. (m) To use its best efforts to list the Shares on the NYSE and to maintain the listing of the Common Shares on the NYSE for a period of five years after the Closing Date hereunder. (n) To use its best efforts to qualify for the year ended December 31, 1998 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (o) To apply the net proceeds of the offering of Shares contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (p) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date, and to satisfy all conditions precedent to the delivery of the Shares.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus Underwriters with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare final term sheets in a form approved by the Representatives (the “Final Term Sheets”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term SheetSheets) to the extent required by Rule 433 under the Securities Act; not to makeand the Company will promptly furnish copies of the Preliminary Prospectus, prepare, use, authorize, approve, refer to or file any the Prospectus and each Issuer Free Writing Prospectus, and to make no further amendment or any supplement Prospectus (to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior extent not previously delivered) to the Time of Delivery for Underwriters in New York City in such Securities, in any case, which shall be reasonably disapproved by quantities as the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereofmay reasonably request. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, or pursuant to Section 8A of the Securities Act and (iv) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished or publicly available, the Company will furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheets. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (k) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies and (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities. (l) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof) or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (m) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities and (ii) the incurrence of indebtedness under the Company’s credit facilities or through commercial paper issuances.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, pursuant to Section 8A of the Securities Act, (iv) until the end of such period as the Prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) During the period of five years commencing at the Time of Sale, to the extent the Company is not required to file periodic reports with the Commission pursuant to Sections 13 or 15 of the Exchange Act, the Company will furnish to the Underwriters, if requested, copies of such financial statements and other reports and information as the Company may from time to time distribute generally to the holders of any class of its securities. (k) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (l) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies, (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (x) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (xi) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (m) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date or the relevant Delivery Date, as the case may be, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (n) The Company will not at any time, directly or indirectly, take any action described in Section 3(y) hereof. (o) Until thirty (30) days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities and (ii) the incurrence of inter-company indebtedness in connection with draws under the credit facilities of CenturyLink, Inc. or indebtedness through commercial paper issuances. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities (references herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be). (q) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective, (iv) promptly notify the Representatives of such effectiveness; and (v) take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible (references herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be). (r) The Company will use its reasonable best efforts to effect the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Bonds and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Bonds is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Bonds for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Bonds. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Bonds is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company’s receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Bonds by the Underwriters (and references herein to the “Registration Statement” shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Bonds is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Bonds that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Bonds; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Bonds are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) In connection with the offering of the Bonds, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Bonds, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Bonds or attempt to induce any person to purchase any Bonds or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Bonds. (k) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Bonds.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Bonds and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Bonds is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Bonds for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Bonds. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Bonds is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company's receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Bonds by the Underwriters (and references herein to the "Registration Statement" shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Bonds is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the "effective date of the Registration Statement" (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Bonds that would constitute a "free writing prospectus" as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Bonds; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Bonds are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) In connection with the offering of the Bonds, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Bonds, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Bonds or attempt to induce any person to purchase any Bonds or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Bonds. (k) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Bonds.

Agreements of the Company. The Company agrees with each of the Underwriters Managers of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Managers a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter Manager or dealer.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter that: (a) To prepare At any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, the Company will not file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1000 Xxx) unless the Company has furnished the Underwriter a copy for its review prior to filing and given the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement. The Underwriter shall make its responses thereto, if any, promptly. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in relation to the applicable Designated Securities in a form approved by the Representatives Underwriter, setting forth the number of shares of Offered Securities to be sold, the Underwriter’s name, the price at which the Offered Securities are to be purchased by the Underwriter from the Company, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Offered Securities. The Company will promptly cause the Prospectus to file such Prospectus be filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act not later than Regulations in the Commission’s close manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriter of business on such filing. The Company will promptly advise the second business day following the execution and delivery of the Pricing Agreement Underwriter (i) at any time when a prospectus relating to the applicable Designated Offered Securities or, if applicable, such earlier time as may is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities 1933 Act; to file , when any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further post-effective amendment or any supplement to the Registration Statement shall have been filed or Prospectus after become effective, (ii) of any request by the date Commission for any post-effective amendment of the Pricing Agreement relating to such Securities and prior Registration Statement or supplement to the Time Prospectus or for any additional information, (iii) of Delivery the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening by direct communication with the Company of any proceeding for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such Securitiespurpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Rule 424(b) under the 1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in any casethe event that it was not, which shall be reasonably disapproved by it will promptly file the Representatives for such Securities promptly after Prospectus. The Company will use its reasonable notice thereof; best efforts to advise prevent the Representatives promptly issuance of any such amendment or supplement after such Time stop order suspending the effectiveness of Delivery and furnish the Representatives with copies Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. (b) To If at any time when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify the Underwriter, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Underwriter in such quantities as the Underwriter may reasonably request. (c) During the period when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, (i) the Company will file promptly all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment will furnish to the Registration Statement has been filed Underwriter copies of such documents, (ii) on or becomes effective or any supplement prior to the Prospectus or date on which the Company makes any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating announcement to the Securities general public concerning earnings or of concerning any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 other event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities which is required by law to be delivered (or required to be delivered described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriter the information contained or to be contained in such announcement or document, and (iii) the Company will furnish to the Underwriter copies of all other material press releases or announcements to the general public. (d) As soon as practicable, but for not later than 90 calendar days after the close of the period covered by the earnings statement, the Company will make generally available to its security holders and to the Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 172 under 158 of the Securities Act1933 Act Regulations. (e) So long as the Underwriter is required to deliver a prospectus in connection with sales of the Offered Securities, the Company will furnish to the Underwriter and its counsel, without charge, such copies of the Registration Statement (including exhibits thereto) and Prospectus as the Underwriter may reasonably request. (f) The Company will endeavor, in cooperation with the Underwriter, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions of the United States of America as the Underwriter may designate, will maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will apply the net proceeds from the offering of the Offered Securities in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (h) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, the Company will not offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Securities or any such substantially similar securities (other than pursuant to employee stock option plans, employee stock ownership plans or other employee plans of a similar nature existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Underwriter. (i) The Company shall, whether or not any sale of the Offered Securities is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, this Agreement and related documents delivered to the Underwriter, the cost of preparing, printing, packaging and delivering the Offered Securities, the fees and expenses incurred in connection with the listing of the Offered Securities on the New York Stock Exchange, and the fees and expenses incurred in compliance with Section 4(f) hereof. If for any reason any Securities are not delivered by any or on behalf of the Company as provided herein, the Company shall reimburse the Underwriter or dealerfor all of its reasonable out-of-pocket expenses relating to the offer and sale of the Securities not so delivered, including the reasonable fees and disbursements of counsel for the Underwriter incurred in connection therewith.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Shares contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby, the names of the Underwriters participating in the offering of the Shares and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as Representatives in connection with the offering of the Shares, the price at which the Shares are to be purchased by the Underwriters from the Company, the public offering price, the selling concession and reallowance if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriters and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Shares, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such Securities the Shares for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, seven signed copies of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in the event including all exhibits and documents incorporated therein by reference, and to furnish to you and each Underwriter designated by you such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Securities Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or suspending the Exchange Act in connection with sales of Shares, not to file any such qualificationamendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Xxxxx Xxxx & Xxxxxxxx shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, as promulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Xxxxx Xxxx & Xxxxxxxx a prospectus relating to the Securities is required by law to be delivered in connection with sales by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as such Underwriter or dealer may reasonably request. (f) If, during the period specified in paragraph (e), any event shall occur as a result of which, in the opinion of Xxxxx Xxxx & Xxxxxxxx, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request. (g) Prior to any public offering of the Shares, (i) to cooperate with you and Xxxxx Xxxx & Xxxxxxxx (or such other local counsel as may be designated by you) in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Shares, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Xxxxx Xxxx & Xxxxxxxx in connection with the review of the offering of the Shares contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of its Common Shares a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or other publicly available information of the Company mailed to the holders of Common Shares or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as you may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), the Prospectus, the preliminary prospectus relating to the offering contemplated hereby (the "Preliminary Prospectus"), all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, the Preliminary Prospectus and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriters relating to such Securities registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Shares contemplated hereby, (vi) all costs and expenses incidental to the listing of the Shares on the NYSE, (vii) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to whom Shares may be sold and (viii) the cost of the preparation, issuance and delivery of certificates representing the Shares, including the charges of any Underwriter transfer agent or dealerregistrar. (m) To use its best efforts to list the Shares on the NYSE and to maintain the listing of the Common Shares on the NYSE for a period of five years after the Closing Date hereunder. (n) To use its best efforts to qualify for the year ended December 31, 1997 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (o) To apply the net proceeds of the offering of Shares contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (p) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representatives and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealerdealer (the “Prospectus Delivery Period”), file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) During the Prospectus Delivery Period, the Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, or pursuant to Section 8A of the Securities Act, (iv) of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished or otherwise publicly available, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) At the Time of Sale, and thereafter from time to time during the Prospectus Delivery Period, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, in connection with the offering or sale of the Securities during the Prospectus Delivery Period. If during the Prospectus Delivery Period, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (h) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (i) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (j) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (iv) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, (v) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vi) counsel to the Company, (vii) the rating of the Securities by one or more rating agencies, (viii) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities, (ix) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof and (x) the listing of the Securities on the New York Stock Exchange (the “NYSE”). (k) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 9 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if the Underwriters decline to purchase the Securities because any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date or the relevant Delivery Date, as the case may be, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (l) The Company will not at any time, directly or indirectly, take any action described in Section 3(w) hereof. (m) Until 30 days from the Execution Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company with a term of over one year other than (i) the Securities, (ii) the incurrence of inter-company indebtedness or (iii) the incurrence of term loan indebtedness not to exceed $200 million. (n) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities (either as the registrant or as a co-registrant), in a form satisfactory to the Representatives, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (o) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (p) The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the NYSE, subject to official notice of issuance.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period Period, (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.or

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Securities contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the principal amount and terms of the Securities covered thereby and the name of the Underwriter participating in the offering of the Securities and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Securities, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, one copy of the Registration Statement or Prospectus or for as first filed with the Commission and of each amendment to it, including all exhibits and documents incorporated therein by reference, and to furnish to you such additional information and, in the event number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extxxx xermitted by Regulation S-T, as promulgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Hunton & Williams shall reasonably xxxxct; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities or suspending any such qualificationby you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permixxxx by Regulation S-T, as promulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Hunton & Williams a prospectus relating to the Securities is required xxxxired by law to be delivered in connection with sales by the Underwriter or a dealer, to furnish to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e) above, any event shall occur as a result of which, in the opinion of Hunton & Williams, it becomes necessary to xxxxx xr supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Securities, (i) to cooperate with you and Hunton & Williams (or such other local coxxxxx as may be designated by you) in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Securities, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Hunton & Williams in connection with the xxxxxx xf the offering of the Securities contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's security holders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Securities, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (k) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), if any, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Securities contemplated hereby, (vi) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by any the Underwriter or dealerby dealers to whom Securities may be sold, (vii) the costs and charges of any transfer agent, registrar and or depositary, including DTC, (viii) any fees charged by rating agencies for the rating of the Securities and (ix) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Securities. (l) To use its best efforts to qualify for the year ending December 31, 2002, and to continue to meet the requirements to qualify, as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (m) To apply the net proceeds of the offering of Securities contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (n) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (o) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Underwriter. (p) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou: (a) To In respect of the offering of the Securities contemplated hereby, to (i) prepare a Prospectus Supplement setting forth the principal amount and terms of the Securities covered thereby and the name of the Underwriter participating in the offering of the Securities and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Securities, (ii) file the Prospectus in relation (as defined herein to the applicable Designated Securities include such Prospectus Supplement) in a form approved by the Representatives and to file such Prospectus you pursuant to Rule 424(b) 424 under the Securities Act not no later than the Commission’s 's close of business on the second business day following the execution date hereof and delivery (iii) furnish copies of the Pricing Prospectus to the Underwriter and to such dealers as you shall specify as soon as practicable after the date of this Agreement in such quantities as you may reasonably request. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, to advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of the Prospectus or any other supplement or amendment to the Prospectus required to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the applicable Designated Securities orRegistration Statement, if applicablethe Prospectus, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) preliminary prospectus supplement relating to the extent required by Rule 433 under Securities, the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment Prospectus Supplement or any supplement of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment amendments or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement supplements to the Prospectus or any amended Prospectus has been filedfor additional information, or mailed for filing, of (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A effectiveness of the Securities Act, Registration Statement or of the suspension of the qualification of such the Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purposepurposes, or and (vi) the happening of any request by event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. The Company will make every reasonable effort to prevent the issuance of any stop order and if at any time the Commission for shall issue any stop order suspending the amending effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or supplementing lifting of such order at the earliest possible time. (c) To furnish to you, without charge, one signed copy of the Registration Statement or Prospectus or for additional information andas first filed with the Commission and of each amendment to it, in the event including all exhibits and documents incorporated therein by reference, and to furnish to you such number of conformed copies of the issuance Registration Statement as so filed and of any such stop order or each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. If applicable, the copies of any such order preventing or suspending the use of any prospectus relating Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxxlgated by the Commission. (d) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Securities, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you or Milbank, Tweed, Hadley & McCloy LLP shall reasonably object; and to prepare xxx xile xxxx the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities or suspending any such qualificationby you, and to use promptly its best efforts to obtain its withdrawal; as used hereincause the same to become promptly effective. If applicable, the term “Prospectus Delivery Period” means and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T, as xxxxulgated by the Commission. (e) Prior to 10:00 A.M., New York City time, on the first business day after the date hereof and from time to time thereafter for such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters Milbank, Tweed, Hadley & McCloy LLP a prospectus relating to the Securities is required by law to be delxxxxxx in xxxxxction with sales by the Underwriter or a dealer, to furnish to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as the Underwriter or such dealer may reasonably request. (f) If, during the period specified in paragraph (e) above, any event shall occur as a result of which, in the opinion of Milbank, Tweed, Hadley & McCloy LLP, it becomes necessary to amend or supplement xxe Pxxxxxxtus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or such dealers may reasonably request. (g) Prior to any public offering of the Securities, (i) to cooperate with you and Milbank, Tweed, Hadley & McCloy LLP (or such other local counsel as may be dexxxxxxed xx xxx) in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities, Blue Sky or real estate syndication laws of such jurisdictions as you may request, (ii) to continue such qualification in effect so long as required for distribution of the Securities, (iii) to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification and (iv) to cooperate with you and Milbank, Tweed, Hadley & McCloy LLP in connection with the review of the ofxxxxxx of xxx Securities contemplated hereby by the National Association of Securities Dealers, Inc. ("NASD"). (h) To make generally available to the Company's security holders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (or ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a period of at least twelve (12) months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or other publicly available information of the Company mailed to its security holders or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries, if any, as you may reasonably request. (k) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales of the Securities, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (l) To pay (i) all costs, expenses, fees and taxes incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), if any, all documents incorporated or to be incorporated by reference therein, and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) all costs and expenses in connection with the printing and delivery of the Prospectus, and all amendments or supplements thereto during the period specified in paragraph (e), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or other taxes payable thereon, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities, Blue Sky or real estate syndication laws of the several states (including in each case the fees and disbursements of counsel for the Company or counsel for the Underwriter relating to such registration or qualification and memoranda relating thereto), (v) all filing fees paid to the NASD in connection with the review and clearance of the offering of the Securities contemplated hereby, (vi) the cost of furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by any the Underwriter or dealerby dealers to whom Securities may be sold, (vii) the costs and charges of any transfer agent, registrar and or depositary, including DTC, (viii) any fees charged by rating agencies for the rating of the Securities and (ix) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Securities. (m) To use its best efforts to qualify for the year ended December 31, 2000 and to continue to meet the requirements to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (n) To apply the net proceeds of the offering of Securities contemplated hereby substantially in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (o) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities. (p) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Underwriter. (q) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus as amended and supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Term Sheet in the form of Schedule IV to the Pricing Term SheetAgreement) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To ; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period Period, (as defined below), ) and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.such

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesyou that: (a) To prepare During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will not issue (i) any Permitted Free Writing Prospectus (other than the Permitted Free Writing Prospectus listed on Schedule II and the Final Term Sheet to be prepared and filed in accordance with this Section 4(a)) or file any amendment of any Registration Statement or supplement to the Prospectus in relation (excluding documents deemed to be incorporated by reference into the Prospectus) unless the Company has furnished to the applicable Designated Securities Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with the Representatives as to any reasonable comments which the Representatives make in a timely manner with respect to such document. The Company will cause the Prospectus, in a form approved by the Representatives Representatives, to be filed with the Commission pursuant to the applicable paragraph of Rule 424 within the time period prescribed. The Company will prepare the Final Term Sheet, containing solely a description of the terms of the Notes and to of the offering, and will timely file such Prospectus Final Term Sheet pursuant to Rule 424(b433(d) under the Securities Act not later than Act. During the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement period for which a prospectus relating to the applicable Designated Securities or, if applicable, Notes is required to be delivered under the Act (including in circumstances where such earlier time as requirement may be required by satisfied pursuant to Rule 424(b172), the Company will promptly advise the Representatives (i) and Rule 430A, 430B when the Prospectus or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Permitted Free Writing Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to make no further Rule 424, (ii) when any amendment of any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or Prospectus after of any notice objecting to the date use of the Pricing Agreement Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or of the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding relating to such Securities and prior the Notes in any jurisdiction. Following the Closing Date and, for as long as a prospectus relating to the Time of Delivery for such SecuritiesNotes is required to be delivered under the Act, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Company will use its best efforts to advise prevent the Representatives promptly issuance of any such amendment stop order or supplement after the occurrence of any such Time suspension or objection to the use of Delivery and furnish the Representatives with copies thereofRegistration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection. (b) To During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend any Registration Statement or to supplement Disclosure Package or the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file promptly with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, (ii) use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iii) supply any supplemented Prospectus or any then applicable Permitted Free Writing Prospectus to the Underwriters in such quantities as they may reasonably request; provided, however, that should any such event relate solely to activities of any Underwriter, then such Underwriter shall assume the expense of preparing and furnishing any such amendment or supplement. (c) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will timely file all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period and will promptly inform the Representatives if the Company does not meet its filing deadlines. The Company will notify the Representatives of any downgrading in the rating of the Notes or any other debt securities of the Company, or any public announcement of placement of the Notes or any other debt securities of the Company on what is commonly termed a “watch list” for possible downgrading, or any notice of a possible change in any such rating that does not indicate the direction of the possible change, in each case by any “nationally recognized statistical rating organization” (as such term is defined belowin Section 3(a)(62) of the Exchange Act), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 Company learns of any such stop order downgrading or public announcement. (d) As soon as reasonably practicable, the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to the Underwriters and its counsel, without charge (except as otherwise provided herein), copies of each Registration Statement (including exhibits thereto), any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus and, so long as delivery of a prospectus may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), as many copies of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used hereinPreliminary Prospectus, the term “Prospectus Delivery Period” means such Prospectus, each Permitted Free Writing Prospectus, and any supplement thereto as any Underwriter may reasonably request. (f) During the period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters which a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), (i) the Company shall make available (a) all annual, quarterly and other reports furnished to stockholders of the Company and (b) all annual, quarterly and current reports of the Company filed with the Commission under the Exchange Act and (ii) the Company shall furnish to each Underwriter other information that any Underwriter may reasonably request from time to time concerning the Company. (g) The Company shall, whether or not any sale of the Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, any Preliminary Prospectus, the Prospectus, all amendments thereof and supplements thereto, any Permitted Free Writing Prospectus, the Indenture, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel (not to exceed $5,000), incurred in connection with sales “blue sky” qualifications, the fees and disbursements of such Securities the Indenture Trustee and the fees of any ratings agency that rates the Notes and all expenses and application fees incurred in connection with any filing with, and clearance of any offering by FINRA. Except as provided in this Section 4(g) and Sections 7 and 8, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any Underwriter advertising expenses in connection with any offer they make. (h) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company shall not, without the prior consent of the Representatives, issue or dealerannounce the proposed issuance of any of its debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (except under prior contractual commitments which have been disclosed to the Representatives).

Agreements of the Company. The Company covenants and agrees with each of the Underwriters of any Designated SecuritiesUnderwriter as follows: (a) To prepare the Prospectus in relation use its reasonable best efforts to cause any amendment to the applicable Designated Securities Registration Statement to become effective at the earliest possible time. (b) To furnish to each of the Representatives, without charge, as many signed copies of the Registration Statement (as originally filed) and each amendment thereto and each document incorporated or deemed incorporated therein, in a form approved by each case including exhibits filed therewith or incorporated therein, as the Representatives may reasonably request, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery each other Underwriter a conformed copy of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time Registration Statement (as may be required by Rule 424(boriginally filed) and Rule 430Aeach amendment thereto, 430B or 430C under in each case without exhibits and, during the Securities Act; period mentioned in paragraph (e) below, to file any Issuer Free Writing each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Pricing Term SheetRepresentatives may reasonably request. (c) To give the Underwriters prompt notice of the Company's intention to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to file or file prepare any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior any amendment or supplement to the Time of Delivery for such SecuritiesProspectus, in any casewhether pursuant to the Securities Act, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; Exchange Act or otherwise, to advise furnish the Representatives promptly Underwriters and their counsel with copies of any such amendment or supplement after a reasonable amount of time prior to such Time of Delivery proposed filing or use, as the case may be, and furnish not to file any such amendment or supplement or use any such prospectus to which the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy Underwriters or information statements required counsel for the Underwriters shall object. Subject to the foregoing sentence, the Company will cause each Prospectus Supplement relating to the Offered Securities to be filed by the Company with the Commission pursuant to Section 13(a)the applicable paragraph of Rule 424 under the Securities Act within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. (d) To advise the Representatives and their counsel promptly, 13(c)and to confirm such advice in writing, 14 or 15(d(i) when any Prospectus Supplement relating to the Offered Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act, (ii) when, prior to the termination of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, offering of the time when Offered Securities, any amendment to the Registration Statement has shall have been filed with the Commission or becomes effective become effective, (iii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any amended Prospectus has been filedadditional information, or mailed for filing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus relating to the Securities Prospectus or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities for offering Prospectus Supplement or sale in any jurisdiction, of the initiation or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation of any proceeding for 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 ; and to use its reasonable best efforts to prevent the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationnotification and, if issued, to use promptly its best efforts to obtain its withdrawal; as used hereinsoon as possible the withdrawal thereof. (e) If, the term “Prospectus Delivery Period” means during such period of time after the first date of the public offering of the Designated Offered Securities as in the opinion of the Underwriters' counsel for the Underwriters a prospectus relating to the Offered Securities is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur, information shall become known or condition exist as a result of which it is necessary or advisable to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary or advisable to amend or supplement the Prospectus to comply with law, forthwith, at the sole expense of the Company, to prepare, and, subject to Section 5(c) above, file with the Commission and furnish, without charge, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Offered Securities may have been sold by the Representatives on behalf of the Underwriters and to any other dealers, upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (f) To endeavor to qualify the Offered Securities (and, if applicable, the Common Stock) for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall request and to continue such qualification in effect so long as required for distribution of the Offered Securities and to pay all fees and expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with such qualification; provided, however, that the Company shall not be required to file a general consent to service of process in any jurisdiction or subject itself to general taxation in any jurisdiction. (g) To make generally available to its security holders and to the Representatives as soon as practicable, but not later than 15 months after the date of each Terms Agreement, an earnings statement, covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Rule 158 under the Securities Act and Section 11(a) of the Securities Act. (h) For a period of 90 days after the Representation Date, without the prior written consent of the Representative designated in the Terms Agreement, not to, and not cause or permit any subsidiary of the Company to, directly or indirectly, effect any offer, sale or other disposition of, or registration of, any Debt Securities or any other long term debt, notes or debentures of or guaranteed by the Company or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for Debt Securities or any such long-term debt, notes or debentures, other than the Offered Securities to be sold pursuant to the Terms Agreement and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. If the Offered Securities are convertible into Common Stock, during a period of 90 days from the Representation Date, the Company will not, without the prior written consent of the Representative designated in the Terms Agreement, directly or indirectly, effect any offer, sale or other disposition of, or registration of, shares of Common Stock or any right to purchase or other security convertible into or exchangeable or exercisable for or any securities of the Company substantially similar to any such shares, other than (A) the Offered Securities to be sold pursuant to the Terms Agreement, (B) shares of Common Stock issued upon conversion, exercise or exchange of convertible, exchangeable or exercisable securities of the Company or of any subsidiary of the Company outstanding on the Representation Date and (C) shares of Common Stock and options thereunder issued pursuant to employee benefit plans of the Company in place on the Representation Date as in effect on the Representation Date, and other than pursuant to such other exceptions, if any, as are agreed to by the Representatives and set forth in the Terms Agreement. (i) Whether or not the transactions contemplated hereby or by the Terms Agreement are consummated or this Agreement is terminated or shall not become effective, to pay all costs and expenses incident or relating to the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses (i) incurred in connection with the preparation, issuance, execution and delivery of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion thereof), (ii) incurred in connection with the preparation, printing and filing under the Securities Act and the Exchange Act of the Registration Statement, the Prospectus, any preliminary prospectus and each Prospectus Supplement (including in each case all exhibits, amendments and supplements thereto and all documents incorporated therein by reference), (iii) incurred in connection with the registration or qualification of the Offered Securities (including, if applicable, the Common Stock issuable upon conversion or exchange thereof) under the laws of such jurisdictions as the Representatives may request (including filing fees and the fees of counsel for the Underwriters and their disbursements), (iv) relating to any filing with the National Association of Securities Dealers Inc. (the "NASD") in connection with the offering of the Offered Securities, (v) incurred in connection with the engagement of any qualified independent underwriter as may be required by NASD rules and regulations, (vi) incurred in connection with the rating of the Offered Securities, (vii) incurred in connection with advertising relating to the Offered Securities approved by the Company (which approval shall not be unreasonably withheld or delayed), (viii) relating to the fees and expenses of the applicable Trustee, including the fees and expenses of counsel to the applicable Trustee, and of the transfer agent and registrar for the Common Stock if the Offered Securities are convertible into the Common Stock and (ix) relating to or in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Terms Agreement, the Indenture relating to the Offered Securities, any Supplemental Indenture relating thereto, the agreement among underwriters, the Remarketing Agreement each other document or instrument relating to the underwriting arrangements and the coordination of the offering of the Offered Securities by the U.S. Underwriters and the International Managers, if applicable, any dealer agreements, the Preliminary and Supplemental Blue Sky Memoranda and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Prospectus and each Prospectus Supplement, including mailing and shipping, as herein provided. The Company shall not be required to pay any costs, fees or expenses with respect to the remarketing of the Offered Securities except as expressly set forth in the Remarketing Agreement. (j) To furnish to the Representatives for a period of five years after the Representation Date copies of all reports or other communications (financial or other) furnished to holders of the Company's capital stock, and copies of any reports and financial statements furnished to or filed with the Commission. (k) To use the net proceeds of the offering of the Offered Securities as set forth in the Prospectus Supplement under the caption "Use of Proceeds." (l) During the period when the Prospectus is required to be delivered but for Rule 172 under the Securities Act) Act or the Exchange Act in connection with sales (including resales) of the Offered Securities, to file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time period required by the Exchange Act and the Exchange Act Regulations. (m) If the Offered Securities are convertible into Common Stock, the Company will use its best efforts to effect the listing of the shares of Common Stock issuable upon conversion of the Offered Securities on the New York Stock Exchange on the Representation Date. (n) To reserve and keep available at all times, free of preemptive rights, sufficient shares of Common Stock to satisfy any obligations to issue shares of Common Stock upon conversion of all of the Offered Securities that are convertible into the Common Stock. (o) To deliver copies of the Prospectus to such Securities place or places as shall be designated by any Underwriter or dealerthe Representatives not later than 1:00 p.m., New York City time, on the day after the date of the Terms Agreement.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesas follows: (a) To prepare The Company will file each of the Preliminary Prospectus and the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus Representative with the Commission pursuant to Rule 424(b) 424 under the Securities Act not later than the Commission’s close of business on the second business day following the execution date of first use, with respect to the Preliminary Prospectus, and delivery the date of determination of the Pricing Agreement relating public offering price of the Securities, with respect to the applicable Designated Securities Prospectus or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to . The Company will prepare a final term sheet in a form approved by the Representative and attached hereto as Exhibit D (the “Final Term Sheet”) and will file any Issuer Free Writing Prospectus (including the Pricing Final Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by The Company will not, from the Company with Time of Sale until the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) end of the Exchange Act during such period as the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such the Securities by any an Underwriter or dealer, file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, or pursuant to Section 8A of the Securities Act, (iv) until the end of such period as the Prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by an Underwriter or dealer, of the happening of any event that in the judgment of the Company requires the Company to file an amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and (v) of receipt by the Company, or any representatives or attorney of the Company, of any other communication from the Commission relating to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the offering of the Securities. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. (d) If and to the extent not already furnished, the Company will, upon request, furnish to the Underwriters, without charge, one complete copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), and will upon request make available to the Underwriters, without charge, additional copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits and documents incorporated by reference therein. (e) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative, which consent shall be in writing for any Issuer Free Writing Prospectus other than the Final Term Sheet. (f) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) At the Time of Sale, and thereafter from time to time, the Company will deliver to the Underwriters, without charge, as many copies of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any supplement thereto, as the Underwriters may reasonably request. The Company consents to the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto by the Underwriters and by all dealers to whom the Securities may be sold, both in connection with the offering or sale of the Securities and for any period of time thereafter during which a prospectus is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection therewith. If during such period of time, any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Time of Sale Information and the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made when delivered, not misleading, or if it is necessary to supplement the Time of Sale Information and the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement thereto or a document under the Exchange Act deemed to be incorporated therein, and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Preliminary Prospectus or the Prospectus, unless a draft thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (i) The Company will cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions as the Underwriters may request, and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process or general taxation in any jurisdiction where it is not now so subject. (j) During the period of five years commencing at the Time of Sale, to the extent the Company is not required to file periodic reports with the Commission pursuant to Sections 13 or 15 of the Exchange Act, the Company will furnish to the Underwriters, if requested, copies of such financial statements and other reports and information as the Company may from time to time distribute generally to the holders of any class of its securities. (k) The Company will make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the Execution Date falls, an earning statement (which need not be audited but shall be in reasonable detail) for a period of 12 months ended commencing after the Time of Sale, within the meaning of and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 thereunder). (l) Unless otherwise agreed by the parties hereto, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay, or reimburse if paid by the Underwriters, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus and any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, (ii) the preparation and delivery of certificates representing the Securities, (iii) the printing of this Agreement, any agreement among underwriters, any dealer agreements and any underwriters’ questionnaire, (iv) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (v) any filings required to be made by the Underwriters with FINRA, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (vi) the registration or qualification of the Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions and similar laws of such foreign jurisdictions designated pursuant to Section 4(i) hereof, including the fees, disbursements and other charges of counsel for the Underwriters in connection therewith, and the preparation and printing of any preliminary, supplemental and final blue sky memoranda, (vii) counsel to the Company, (viii) the rating of the Securities by one or more rating agencies, (ix) the Trustee and any agent of the Trustee and the fees, disbursements and other charges of counsel for the Trustee in connection with the Indenture and the Securities and (x) the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso thereof. (m) Unless otherwise agreed by the parties, if this Agreement shall be terminated for any reason by the Company pursuant to any of the provisions hereof (other than pursuant to Section 8 hereof), if for any reason the Company shall be unable to perform its obligations hereunder or if any condition to the Underwriters’ obligations hereunder is not fulfilled at or prior to the Closing Date, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel for the Underwriters) reasonably incurred by them in connection herewith. (n) The Company will not at any time, directly or indirectly, take any action described in Section 3(x) hereof. (o) Until 30 days from the Execution Date, the Company will not, without the consent of the Representative, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) the Securities and (ii) the incurrence of indebtedness under the Company’s revolving credit facility or indebtedness through commercial paper issuances. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, prior to the Renewal Deadline, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representative, (ii) if the Company is no longer eligible to file an automatic shelf registration statement, prior to the Renewal Deadline, if it has not already done so, the Company will file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representative, and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and (iii) the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities (references herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be). (q) If at any time when the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective, (iv) promptly notify the Representative of such effectiveness; and (v) take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible (references herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be).

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities------------------------- Underwriter that: (a) To prepare At any time when a prospectus relating to the IQ Notes is required to be delivered under the 1933 Act, the Company will not file or make any amendment to the Registration Statement or any supplement to the Prospectus (except for periodic or current reports filed under the 1934 Act) unless the Company has furnished the Underwriter a copy for its review prior to filing and given the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement. The Underwriter shall make its responses thereto, if any, promptly. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in relation to the applicable Designated Securities in a form approved by the Representatives Underwriter, setting forth the principal amount of IQ Notes and their terms not otherwise specified in the base prospectus, the Underwriter's name, the price at which the IQ Notes are to file be purchased by the Underwriter from the Company, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the IQ Notes. The Company will promptly cause the Prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act not later than Regulations in the Commission’s close manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriter of business on such filing. The Company will promptly advise the second business day following the execution and delivery of the Pricing Agreement Underwriter (i) at any time when a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may IQ Notes is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities 1933 Act; to file , when any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further post-effective amendment or any supplement to the Registration Statement shall have been filed or Prospectus after become effective, (ii) of any request by the date Commission for any post-effective amendment of the Pricing Agreement relating to such Securities and prior Registration Statement or supplement to the Time Prospectus or for any additional information, (iii) of Delivery the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening by direct communication with the Company of any proceeding for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the IQ Notes for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such Securitiespurpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Rule 424(b) under the 1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in any casethe event that it was not, which shall be reasonably disapproved by it will promptly file the Representatives for such Securities promptly after Prospectus. The Company will use its reasonable notice thereof; best efforts to advise prevent the Representatives promptly issuance of any such amendment or supplement after such Time stop order suspending the effectiveness of Delivery and furnish the Representatives with copies Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. (b) To If at any time when a prospectus relating to the IQ Notes is required to be delivered under the 1933 Act, any event occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify the Underwriter, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance, and (iii) supply any supplemented Prospectus to the Underwriter in such quantities as the Underwriter may reasonably request. (c) During the period when a prospectus relating to the IQ Notes is required to be delivered under the 1933 Act, (i) the Company will file promptly all reports and any definitive proxy or information statements documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act during and will furnish to the Prospectus Delivery Period Underwriter copies of such documents, (ii) on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriter the information contained or to be contained in such announcement or document, (iii) the Company will furnish to the Underwriter copies of all other material press releases or announcements to the general public, and (iv) the Company will immediately notify the Underwriter of (a) any decrease in the rating of the IQ Notes or any other debt securities of the Company by any "nationally recognized statistical rating organization" (as defined below), and during for purposes of Rule 436(g) under the 1933 Act) or (b) any public notice given of any intended or potential decrease in any such same period to advise rating or of a possible change in any such rating that does not indicate the Representatives, promptly after it receives notice hereof, direction of the time when any amendment to possible change, as soon as the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 Company learns of any such stop order decrease or notice. (d) As soon as practicable, but not later than 90 days after the close of any such order preventing or suspending the use of any prospectus relating period covered by the earnings statement, the Company will make generally available to its security holders and to the Securities Underwriter an earnings statement or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date statements of the public offering Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Designated Securities 1933 Act and Rule 158 under the 1933 Act. (e) So long as in the opinion of counsel for the Underwriters Underwriter is required to deliver a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the IQ Notes, the Company will furnish to the Underwriter and its counsel, without charge, such Securities copies of the Registration Statement (including exhibits thereto) and Prospectus as the Underwriter may reasonably request. (f) The Company will endeavor, in cooperation with the Underwriter, to arrange for the qualification of the IQ Notes for sale under the laws of such jurisdictions of the United States of America as the Underwriter may designate, will maintain such qualifications in effect so long as required for the distribution of the IQ Notes; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign limited liability company in any jurisdiction in which it is not so qualified. (g) The Company will apply the net proceeds from the offering of the IQ Notes in the manner set forth under the caption "The IQ Notes Offering" in the Prospectus. (h) The Company will not, during the period of 30 days from the date on which the IQ Notes are purchased by the Underwriter, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any IQ Notes, any security convertible into or exchangeable into or exercisable for the IQ Notes or any debt securities substantially similar to the IQ Notes, without the prior written consent of the Underwriter. (i) The Company shall, whether or not any sale of the IQ Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, the Indenture, this Agreement and related documents delivered to the Underwriter, the cost of preparing, printing, packaging and delivering the IQ Notes, the fees and expenses incurred in compliance with Section 4(f) hereof, the fees and disbursements of the Trustee (including legal fees and disbursements, if any, of counsel to the Trustee), the fees of any agency that rates the Notes, and any fees payable in connection with the acceptance of the IQ Notes for clearance and settlement through the facilities of The Depository Trust Company. If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 5 or dealerSection 7(a)(i) hereof, the Company shall reimburse the Underwriter for all of its reasonable out-of-pocket expenses relating to the offer and sale of the IQ Notes contemplated by this Agreement, including the reasonable fees and disbursements of counsel for the Underwriter incurred in connection therewith.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Notes and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Notes is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Notes. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Notes is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company’s receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Notes by the Underwriters (and references herein to the “Registration Statement” shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Notes for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Notes; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Notes are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) The Company will obtain or make prior to the issuance of the Notes all regulatory and governmental approvals, consents, authorizations, orders, filings and registrations necessary for the issuance of the Notes, including, without limitation, any required approvals, consents, authorizations, orders, filings and registrations of the MPUC pertaining to the capital structure of the Company. (k) In connection with the offering of the Notes, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Notes, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Notes or attempt to induce any person to purchase any Notes or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes. (l) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Notes.

Agreements of the Company. The Company hereby agrees with each of the Underwriters of any Designated SecuritiesInitial Purchasers as follows: (a) To prepare advise the Prospectus in relation to the applicable Designated Securities in a form approved Initial Purchasers promptly upon receipt by the Representatives and to file Company of written notice, and, if requested by the Initial Purchasers, confirm such Prospectus advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction designated by the Initial Purchasers pursuant to Rule 424(bSection 5(e) under hereof, or the Securities Act not later than the Commission’s close initiation of business on the second business day following the execution any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose and delivery (ii) of the Pricing Agreement relating happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the applicable Designated Securities orOffering Memorandum untrue or that requires any additions to or changes in the Offering Memorandum in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Notes under any state securities or Blue Sky laws and, if applicable, such earlier at any time as may be required by Rule 424(b) and Rule 430A, 430B any state securities commission or 430C under other federal or state regulatory authority shall issue an order suspending the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to qualification or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly exemption of any Notes under any state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such amendment or supplement after such Time of Delivery and furnish order at the Representatives with copies thereofearliest possible time. (b) To file promptly all reports furnish the Initial Purchasers and those persons identified by the Initial Purchasers to the Company as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any definitive proxy amendments or information statements required supplements thereto, as the Initial Purchasers may reasonably request for the time period specified in Section 5(c). Subject to be filed by the Initial Purchasers' compliance with its representations and warranties and agreements set forth in Section 7 hereof, the Company with the Commission pursuant consents to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any prospectus relating to the Securities or of any proceeding amendments and supplements thereto required pursuant to Section 8A of the Securities Acthereto, of the suspension of the qualification of such Securities 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, Initial Purchasers in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means connection with Exempt Resales. (c) During such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities Initial Purchasers an Offering Memorandum is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales Exempt Resales by the Initial Purchasers (i) not to make any amendment or supplement to the Offering Memorandum of which the Initial Purchasers shall not previously have been advised or to which the Initial Purchasers shall reasonably object after being so advised and (ii) to prepare promptly upon the Initial Purchasers' reasonable request, any amendment or supplement to the Offering Memorandum which may be necessary or advisable in connection with such Exempt Resales in order to make the statements therein, in light of the circumstances under which they were made, not misleading or as necessary to comply with applicable law. (d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the opinion of counsel to the Initial Purchasers, it becomes necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when such Offering Memorandum is delivered to an Eligible Purchaser, not misleading, or if, in the opinion of counsel to the Initial Purchasers, it is necessary to amend or supplement the Offering Memorandum to comply with any applicable law, forthwith to prepare an appropriate amendment or supplement to such Offering Memorandum so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchasers and such other persons as the Initial Purchasers may designate such number of copies thereof as the Initial Purchasers may reasonably request. (e) Prior to the sale of all Notes pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchasers and counsel to the Initial Purchasers in connection with the registration or qualification of the Notes for offer and sale to the Initial Purchasers and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may request and to continue such registration or qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) So long as the Notes are outstanding, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Company and its subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Company's independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated (g) So long as the Notes are outstanding, to furnish to the Initial Purchasers, upon their reasonable request, copies of all reports or other communications furnished by the Company to its security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and/or its subsidiaries as the Initial Purchasers may reasonably request. (h) So long as any of the Notes remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to make available to any holder of Securities in connection with any sale thereof and any prospective purchaser of such Securities from such holder, the information ("RULE 144A INFORMATION") required by Rule 144A(d)(4) under the Act. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Company and accountants of the Company in connection with the sale and delivery of the Notes to the Initial Purchasers and pursuant to Exempt Resales, and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Memorandum, the Offering Memorandum and all amendments and supplements to any Underwriter of the foregoing (including financial statements), including the mailing and delivering of copies thereof to the Initial Purchasers and persons designated by them in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Notes to the Initial Purchasers, including any transfer or dealerother taxes payable thereon, (iii) all costs of printing or producing this Agreement and the other Operative Documents, (iv) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Initial Purchasers in connection with such registration or qualification and memoranda relating thereto), (v) the cost of printing certificates representing the Securities, (vi) all expenses and listing fees in connection with the application for quotation of the Notes in the National Association of Securities Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), (vii) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Notes, (viii) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (ix) any fees charged by rating agencies for the rating of the Notes, (x) all costs and expenses of the Registration Statement, on the terms set forth in the Registration Rights Agreement, (xi) all expenses and listing fees in connection with the application for listing the Common Stock on the NASDAQ National Market and (xii) and all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and Section 11, the Initial Purchasers will pay all of its costs and expenses, including fees and disbursements of its counsel, transfer taxes payable on resale of any of the Notes by them and any advertising expenses connected with any offers it may make.

Agreements of the Company. The Company agrees with each of the several Underwriters of any Designated Securitiesthat: (a) To prepare The Company will cause the Prospectus in relation to the applicable Designated Securities Prospectus, in a form approved by the Representatives and Representatives, to file such Prospectus be filed pursuant to Rule 424(b) under the Securities Act not later than and will notify the Commission’s close Representatives promptly of business on such filing. The Company will prepare the second business day following the execution and delivery Final Term Sheet, containing solely a description of the Pricing Agreement terms of the Notes and of the offering, and will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the applicable Designated Securities or, if applicable, such earlier time as may Notes is required to be required by Rule 424(b) and Rule 430A, 430B or 430C delivered under the Securities Act; Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representatives (i) when any amendment to file the Registration Statement has been filed or shall have become effective, (ii) when any Issuer Free Writing subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Pricing Term SheetProspectus) has been filed and shall furnish the Representatives with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the extent required Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by Rule 433 under the Securities Act; not to makeCommission of any stop order or of any order preventing or suspending the use of the Registration Statement, prepareany Preliminary Prospectus, use, authorize, approve, refer to the Prospectus or file any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and to make no further amendment (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus after (excluding documents deemed to be incorporated by reference into the date of Prospectus) unless the Pricing Agreement relating Company has furnished to such Securities and the Representatives a copy for your review prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of filing and will not file any such proposed amendment or supplement after such Time of Delivery and furnish to which the Representatives reasonably object or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with copies thereof. the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (b) To whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during subsequent to the date of the Prospectus Delivery Period (and for so long as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, delivery of a prospectus is required in connection with the offering or sale of the time when any amendment Notes. Following the Closing Date and, for as long as a prospectus relating to the Registration Statement has been filed or becomes effective or any supplement Notes is required to be delivered under the Prospectus or any amended Prospectus has been filedAct, or mailed for filing, in the event of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company's receipt of a notice objecting to the Securities or of any proceeding pursuant to Section 8A use of the Securities Act, of the suspension of the qualification of such Securities 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 form of the Registration Statement or Prospectus any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or for additional information andfiling a new registration statement, in the event at its own expense, as may be necessary to permit offers and sales of the issuance of Notes by the Underwriters (and references herein to the "Registration Statement" shall include any such stop order amendment or of new registration statement). (b) If, at any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Notes is required by law to be delivered (or required to be delivered but for under the Act (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the "effective date of the Registration Statement" (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not made and will not make any offer relating to the Notes that would constitute a "free writing prospectus" as defined in Rule 405 under the Act. (f) The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Notes for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Notes; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (h) So long as the Notes are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange. (i) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. (j) In connection with the offering of the Notes, until the Representatives shall have notified the Company and the other Underwriters of the completion of the sale of the Notes, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Notes or attempt to induce any person to purchase any Notes or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes. (k) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with sales the offering of such Securities by any Underwriter or dealerthe Notes.

Agreements of the Company. The Company agrees with each of (a) Except as approved in writing by the Underwriters of any Designated SecuritiesAgent and Steering Group Majority, as long as a Support Termination Event (as defined in Section 5 below) has not occurred: (ai) To the Company hereby agrees (A) to prepare or cause the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery preparation of the Pricing Agreement relating Transaction Documents and (B) provide draft copies of the Transaction Documents to Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (“Akin Gump”), counsel for the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectusinformal group of unaffiliated Lenders, and to make no further amendment or any supplement Sidley Austin LLP (“Sidley”) and Stroock & Stroock & Xxxxx LLP (“Stroock”), counsel to the Registration Statement or Prospectus after the date Agent, within a reasonable amount of the Pricing Agreement relating to such Securities and time prior to the Time launch of Delivery for such Securitiesthe Exchange Offer, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly Merger Proxy Solicitation or execution of any such amendment documents, as might be applicable. (ii) the Company agrees to use commercially reasonable efforts to (A) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Transaction Documents, (B) take any and all necessary and appropriate actions in furtherance of the Restructuring and the other actions contemplated under the Transaction Documents, (C) obtain any and all required regulatory approvals and third-party approvals for the Restructuring (including, without limitation, approval of the Merger), and (D) not take any actions inconsistent with this Agreement or supplement after such Time the Approved Transaction Documents. (iii) YRCW shall cause each of Delivery its subsidiaries and furnish controlled affiliates to use its commercially reasonable efforts (A) support and complete the Representatives Restructuring and all other actions contemplated in connection therewith and under the Transaction Documents, (B) take any and all necessary and appropriate actions in furtherance of the Restructuring and the other actions contemplated under the Transaction Documents, (C) obtain any and all required regulatory approvals and third-party approvals for the Restructuring, and (D) not take any actions inconsistent with copies thereofthis Agreement or the Approved Transaction Documents. (iv) the Company shall not, directly or indirectly, seek, solicit, negotiate, support or engage in any discussions relating to, or enter into any agreements relating to, any alternative proposal other than the Qualified Transaction, nor shall the Company solicit or direct any Person or entity, including, without limitation, any member of the Company’s board of directors or any holder of equity in the Company, to undertake any of the foregoing. (b) To file promptly all reports In accordance with the terms of (i) the Existing Credit Agreement with respect to Sidley, Stroock and any definitive proxy or information statements required to be filed by Compass Lexecon, and (ii) the existing engagement letters with Akin Gump and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx, the Company with shall pay all fees and expenses of such professionals on a regular basis and on the Commission pursuant to Section 13(aterms set forth in such agreements (as applicable), 13(c), 14 or 15(d. (c) Promptly following completion of the Exchange Act during Offer, the Prospectus Delivery Period Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on a merger (the “Merger”) of a wholly owned subsidiary of YRCW with and into YRCW with YRCW as the surviving entity, in accordance with the terms of the Merger Agreement. YRCW’s board of directors shall recommend approval of the Merger to its stockholders in the Merger Proxy Statement (as defined below), and during such same period to advise . Following the Representatives, promptly after it receives notice hereof, completion of the time when any amendment Exchange Offer, YRCW shall (i) promptly prepare and file with the SEC, use its commercially reasonable efforts to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance have cleared by the Commission of any stop order or of any order preventing or suspending the use of any prospectus SEC and thereafter mail to its stockholders as promptly as reasonably practicable a proxy statement relating to the Securities Merger (the “Merger Proxy Statement”) and all other proxy materials for such meeting, (ii) use its commercially reasonable efforts to obtain the required affirmative vote of its stockholders to approve the Merger and adopt each of (x) the New Certificate of Incorporation and (y) the Merger Agreement, and (iii) otherwise comply with all legal requirements applicable to the Company Stockholder Meeting. The Merger Proxy Statement and any amendments or supplements thereto, when filed, shall comply as to form in all material respects with the applicable requirements of the Exchange Act. In connection with the Merger, the Company shall promptly file with the Secretary of the State of Delaware (A) the New Certificate of Incorporation, (B) the Merger Agreement and (C) such other filings as reasonably necessary to consummate the Merger. (d) The Company shall cause the filing of any proceeding pursuant requisite exceptions, notices and/or application(s) to Section 8A of NASDAQ Stock Market in connection with the Securities ActRestructuring, of the suspension of the qualification of such Securities including, without limitation, 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 such stop order or of any such order preventing or suspending the use of any prospectus relating Common Stock to the Securities or suspending any such qualificationholders of Credit Agreement Claims issuable in respect of the Convertible Secured Notes and the Series B Convertible Preferred Stock, to and use promptly its best commercially reasonable efforts to obtain its withdrawal; cause the listing of such Common Stock for trading thereon in the time and manner required thereby. (e) As promptly as used hereinreasonably practicable following the date hereof, and subject to compliance with all applicable law, the term “Prospectus Delivery Period” means such period of time after Company shall prepare and file with the first date of SEC and use its commercially reasonably efforts to have declared effective by the public offering of SEC, the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealerRegistration Statement.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: will (a) To prepare use reasonable commercial efforts to consummate the Prospectus in relation Restructuring Transactions on or prior to the applicable Designated Securities in a form approved by the Representatives March 31, 2010, and not to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery take any action materially inconsistent with, or that would materially delay consummation of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities ActRestructuring Transactions; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and neither assert nor support any definitive proxy or information statements required assertion by any third party that, prior to be filed by the Company with the Commission issuing any termination notice pursuant to Section 13(a)3, 13(c)CIT Capital shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and hereby waives, 14 or 15(d) to the greatest extent possible, the applicability of the Exchange Act during automatic stay to the Prospectus Delivery Period giving of such notice); (as defined below)c) file all appropriate applications, motions or pleadings with the Bankruptcy Court, in a timely manner, that are necessary to satisfy all deadlines concerning the Bankruptcy Court orders or findings set forth in Section 3; (d) submit for and during such same period to advise obtain at the Representativesearliest practicable date, promptly after it receives notice hereof, Bankruptcy Court approval of the time when any amendment Disclosure Statement in form and substance reasonably satisfactory to CIT Capital no later than January 31, 2010; (e) except as the Registration Statement has been filed board of directors of the Company may determine in its good faith judgment, after receiving the advice of outside counsel to be required in the exercise of their fiduciary duties under applicable law, not withdraw the Plan without the prior consent of CIT Capital; (f) seek to confirm the Plan as expeditiously as commercially practicable under the Bankruptcy Code and the Bankruptcy Rules; (g) implement all steps necessary and desirable to obtain from the Bankruptcy Court an order confirming the Plan (the “Confirmation Order”) no later March 16, 2010; seek to satisfy as promptly as possible all conditions to confirmation and consummation of the Plan as set forth in the Plan; (h) consummate the confirmed Plan at the earliest practicable date; (i) except as the board of directors of the Company may determine in its good faith judgment, after receiving the advice of outside counsel, to be required in the exercise of their fiduciary duties under applicable law, not to pursue, propose or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filedsupport, or mailed for filingencourage the pursuit, proposal or support of, any plan of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 reorganization for the amending Company that is inconsistent with the Plan; and (j) not seek to implement any transaction or supplementing series of transactions that would effect a restructuring or reorganization on terms other than the Registration Statement or Prospectus or for additional information and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealerRestructuring Transaction.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securitiesseveral Initial Purchasers as follows: (a) To prepare the Prospectus Offering Circular in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities ActRepresentative; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus Offering Circular after the date of the Pricing this Agreement relating to such Securities and prior to the Time of Delivery Closing Date for such Securities and for so long as required by law for distribution of the Securities, in any case, which shall be reasonably disapproved by the Representatives Representative for such Securities promptly after reasonable notice thereof; to advise the Representatives Representative promptly of any such amendment or supplement after such Time of Delivery period and furnish the Representatives Representative with copies thereof. (b) To ; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during for so long as required by law for distribution of the Prospectus Delivery Period (as defined below), Securities; and during such same period to advise the RepresentativesRepresentative, promptly after it receives notice hereofthereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of (i) the issuance by the Commission any state securities commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities qualification or of any proceeding pursuant to Section 8A exemption from qualification of the Securities Act, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of or the initiation or threatening of any proceeding for any such purpose, or of any request purpose by the Commission for or any state securities commission or other regulatory authority and (ii) the amending happening of any event that makes any statement of a material fact made in the Offering Circular untrue or supplementing that requires the making of any additions to or changes in the Offering Circular in order to make the statements therein, in light of the Registration Statement circumstances under which they were made, not misleading; to use its reasonable efforts to prevent the issuance of any stop order or Prospectus order suspending the qualification or for additional information exemption of the Securities under any state securities or Blue Sky laws; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use qualification or exemption of any prospectus relating to the Securities under any state securities or suspending any such qualificationBlue Sky laws, to use promptly its best reasonable efforts to obtain its withdrawal; withdrawal or lifting of such order at the earliest possible time; (b) The Company will furnish to each of you, and to counsel to the Initial Purchasers, without charge, such number of copies as used hereinyou may reasonably request of the Offering Circular and of each amendment and supplement thereto. The Offering Circular shall be so furnished on or prior to 3:00 p.m., New York City time, on the term “Prospectus Delivery Period” means such period business day following the date of time this Agreement. All other documents shall be so furnished as soon as available. The Company consents to the use of the Offering Circular and of any amendment or supplement thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement; (c) If, in connection with any Exempt Resales or market making transactions after the first date of this Agreement, any event shall occur that, in the public offering judgment of the Designated Securities as Company or in the opinion of counsel for the Underwriters Initial Purchasers, makes any statement of a prospectus material fact in the Offering Circular untrue or that requires the making of any additions to or changes in the Offering Circular in order to make the statements therein, in the light of the circumstances at the time that the Offering Circular is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to supplement or amend the Offering Circular (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Securities Act or any other law, the Company will forthwith prepare an appropriate amendment or supplement to the Offering Circular so that (i) the statements in the Offering Circular will, in light of the circumstances at the time that the Offering Circular is delivered to prospective Eligible Purchasers, not be misleading and (ii) the Offering Circular will comply with applicable law, and will expeditiously furnish to the Initial Purchasers and dealers a reasonable number of copies thereof. Neither the Representative's consent to, nor the Initial Purchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7. (d) The Company will cooperate with you and with counsel for the Initial Purchasers in connection with the registration or qualification of the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company shall continue such qualification in effect so long as required by law for distribution of the Securities. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to Credit Suisse First Boston Corporation, each of the other Initial Purchasers and any holder of Securities a copy of the restrictions on transfer applicable to the Securities. (f) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (g) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to paragraph (c) of Section 9 hereof or by notice given by you terminating this Agreement pursuant to Section 9 hereof) or if this Agreement shall be terminated by the Initial Purchasers because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representative for all out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchasers) incurred by you in connection herewith. (h) The Company will apply the net proceeds from the sale of the Securities substantially in accordance with the description set forth in the Offering Circular. (i) For a period beginning on this date and ending on the Closing Date, the Company will not, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any debt securities of the Company or any of its subsidiaries (each, a "Subsidiary" and collectively the "Subsidiaries"), except with your prior consent. (j) The Company agrees not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that could be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Securities. (k) The Company will comply with its agreements set forth in the representations letters of the Company to The Depository Trust Company relating to the approval of the Securities is required by law The Depository Trust Company for "book-entry" transfer. (l) Prior to be the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have requested, copies of the Preliminary Offering Circular. The Company consents to the use, in accordance with the provisions of the Securities Act and with the securities or Blue Sky laws of the jurisdictions in which the Securities are offered by the several Initial Purchasers, prior to the date of the Offering Circular, of each Preliminary Offering Circular so furnished by the Company. (or required to be delivered but for m) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 172 144 under the Securities Act) in to, resell any of the Securities that have been reacquired by any of them. (n) During the period of two years after the Closing Date, the Company will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940, as amended. (o) In connection with sales the offering, until Credit Suisse First Boston Corporation shall have notified the Company and the other Initial Purchasers of such the completion of the resale of the Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Securities by or attempt to induce any Underwriter person to purchase any Securities; and neither it nor any of its affiliates will make bids or dealerpurchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act The Company will not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further ------------------------- amendment or any supplement to the Registration Statement or the Prospectus after the date of the Pricing Agreement relating to such Securities and prior unless a copy has first been submitted to the Time of Delivery for such Securities, Underwriters a reasonable time before its filing and the Underwriters have not reasonably objected to it in any case, which shall be reasonably disapproved by writing within a reasonable time after receiving the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereofcopy. (b) To file The Company will promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, Underwriters (i) of the initiation or threatening of any proceeding for any such purposeproceedings for, or receipt by the Company of any request notice with respect to, the suspension of the qualification of the Preferred Trust Securities for sale in any jurisdiction or the issuance of any order by the Commission for suspending the amending or supplementing effectiveness of the Registration Statement and (ii) of receipt by the Company or any representative or attorney of the Offerors of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus or the Prospectus or for additional information and, in to the event of transactions contemplated by this Agreement. The Company will make every reasonable effort to prevent the issuance of any such stop an order or suspending the effectiveness of the Registration Statement and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to use promptly its best efforts to obtain its withdrawal; lifting as used hereinsoon as possible. (c) The Company will furnish to [name of lead Underwriter] without charge one signed copy, and to each of the term “Prospectus Delivery Period” means other Underwriters one copy of the signed copy certified by an officer of the Company, of the Registration Statement and any amendment thereto (including all exhibits filed with any such document) and as many conformed copies of the Registration Statement as the Underwriters may reasonably request. (d) During such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered by the Underwriters or a dealer, the Company will promptly deliver, without charge, to the Underwriters and to dealers, at such office or offices as the Underwriters may designate, as many copies of the Prospectus as the Underwriters may reasonably request, and, during such period after the Effective Date if any event occurs as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements in it, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company will promptly prepare, submit to the Underwriters, file, subject to Section 5(a) hereof, with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Company) to whom Preferred Trust Securities may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act and the Rules and Regulations. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Company will make generally available to the Company's security holders and the security holders of the Trust, as soon as practicable but in no event later than the last day of the 15th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations. (f) The Company will take such actions as the Underwriters reasonably designate in order to qualify the Preferred Trust Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Underwriters reasonably designate; provided that the Company shall not be required to be delivered but for Rule 172 register or qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction or to meet any other requirement deemed by the Company to be unduly burdensome. (g) The Company will pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including costs and expenses relating to (i) the preparation, printing and filing of the Registration Statement and exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus, (ii) the authorization and issuance of the Preferred Trust Securities Actand the preparation and delivery of the forms of the Preferred Trust Securities sold by the Trust to the Underwriters, (iii) the registration or qualification of the Preferred Trust Securities for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in Section 5(f) and the determination of the legality of the Preferred Trust Securities for investment, including the reasonable fees and disbursements of counsel for the Underwriters (not to exceed $ ) in that connection, and the preparation and ----- printing of preliminary and supplemental "blue sky" memoranda and legal investment memoranda, (iv) the furnishing (including costs of shipping and mailing) to the Underwriters and to dealers of copies of the Registration Statement, each preliminary prospectus, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (v) any fees charged by securities rating services for rating the Securities, (vi) all transfer taxes, if any, with respect to the sale and delivery of the Preferred Trust Securities by the Trust to the Underwriters, (vii) the fees and expenses of the Trustees, and Paying Agent or Registrar under Trust Agreement and the reasonable fees and disbursements of counsel for any Trustee in connection with sales the Preferred Trust Securities, (viii) the filing fees and expenses, if any incurred with respect to any filing with the National Association of such Securities Dealers, Inc., made in connection with the offering of the Preferred Trust Securities, and (ix) any expenses incurred by the Company in connection with a "road show" presentation to potential investors. (h) During the period beginning on the date hereof and continuing to and including the Closing Date, the Company will not offer, sell, or otherwise dispose of any Underwriter debt securities of the Company or dealerwarrants to purchase debt securities of the Company substantially similar to the Preferred Trust Securities (other than (i) the Preferred Trust Securities, (ii) commercial paper issued in the ordinary course of business, and (iii) the Company's common stock, preferred stock, secured indebtedness and unsecured indebtedness which is not subordinated), without the prior written consent of [name of lead Underwriter].

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter: (a) To The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Notes may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective. (c) The Company shall prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives Underwriters and to file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on November 18, 2019 or on such other day as the Commission’s close parties may mutually agree and to furnish promptly (and with respect to the initial delivery of business such Prospectus, not later than 5:30 p.m. New York City time) on the second business day following the execution and delivery of this Agreement or on such other day as the Pricing Agreement relating parties may mutually agree to the applicable Designated Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities orAct, if applicablewhich Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such earlier term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time as may be required by Rule 424(bsuch rule. (e) The Company shall advise the Representative promptly and Rule 430A(if requested by the Representative) to confirm such advice in writing, 430B or 430C when any post-effective amendment to the Registration Statement becomes effective under the Securities Act; to file any Issuer . (f) The Company shall furnish a copy of each proposed Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Representative and counsel for the Underwriters and obtain the consent of the Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433 433(d) under the Securities Act; not , other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and to make no further amendment record keeping, as applicable. (h) The Company shall advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any supplement request by, the Commission for amendments or supplements to the Registration Statement or Prospectus after Statement, the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such SecuritiesPreliminary Prospectus, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filedIssuer Free Writing Prospectus, or mailed for filingadditional information with respect thereto, of (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any prospectus relating to the Securities Issuer Free Writing Prospectus, or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding proceedings for any of such purposepurposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein, and shall advise the Representative promptly of any request proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, to file no such amendment or supplement to which the Representative shall reasonably object in writing. (i) To the extent not available on XXXXX, the Company shall furnish to the Underwriters for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the Notes, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Commission Company with the Commission, FINRA or any securities exchange and (iii) such other information as the Underwriters may reasonably request regarding the Company and the Subsidiaries. (j) The Company shall advise the Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the amending Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or supplementing the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include 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, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (k) The Company shall file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission. (l) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or for additional information andsupplements to any of them, as may, in each case, be reasonably requested for use in connection with the event offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any such stop order stamp or transfer taxes in connection with the original issuance and sale of any such order preventing or suspending the use of any prospectus relating Notes to the Securities Underwriters; (iv) the printing (or suspending reproduction) and delivery of this Agreement, any such qualificationblue sky memorandum, to use promptly its best efforts to obtain its withdrawal; as used herein, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in Notes; (v) any expenses and fees for the opinion cost of ratings agencies; (vi) any registration or qualification of the Notes for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification and the preparation of the blue sky memorandum); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters); (viii) the transportation and other expenses of the Company’s officers in connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; (xi) reasonable out-of-pocket, accountable, bona fide expenses incurred by the Underwriters in connection with its services under this Agreement, including any fees and disbursements of the Underwriters’ legal counsel, provided that the Company shall not be required to reimburse the fees and disbursements of such legal counsel in excess of $85,000, and provided further that the Company shall not be required to reimburse any fees and expenses in excess of $150,000 in the aggregate; (xii) a prospectus structuring fee of $250,000 to be paid in cash to the Representative at Closing; and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) Prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, during the time when a Prospectus relating to the Securities is required by law to be delivered Notes (or required in lieu thereof the notice referred to be delivered but for in Rule 172 173(a) under the Securities Act) is required to be delivered under the Securities Act, is required to be delivered under the Securities Act, the Company shall furnish a copy thereof to the Representative and counsel for the Underwriters and obtain the consent of the Representative to the filing. (n) During the period referred to in connection paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the Notes in accordance with sales its statements under the caption “Use of Proceeds” in the Registration Statement, the Prospectus and the Disclosure Package. (p) The Company shall make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (q) The Company shall use its best efforts to effect the listing of the Notes on the NYSE list within 30 days of the Closing Time. (r) The Company will not, without the prior written consent of the Representative, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior unsecured notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such Securities transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (s) The Company agrees not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any Underwriter action designed to stabilize or dealermanipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Notes in violation of Regulation M, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (t) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” as such terms are defined in the Investment Company Act.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriter as follows: (a) To Immediately following the execution of the Terms Agreement, the Company will prepare a Final Prospectus setting forth the principal amount of Securities covered thereby and any terms thereof not otherwise specified in the Base Prospectus or any Preliminary Prospectus, the names of the Underwriters participating in relation the offering and the principal amount of Securities that each Underwriter severally has agreed to purchase, the names of the Underwriters acting as bookrunners, managers or co-managers in connection with the offering, if any, the price at which the Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Company and the Underwriters deem appropriate in connection with the offering of the Securities. The Company will within the time periods specified by Rule 424(b) transmit copies of the Final Prospectus to the applicable Designated Commission for filing pursuant to Rule 424(b) of the Securities Act and will furnish to the Underwriters as many copies of the Final Prospectus as you shall reasonably request. (b) Prior to the termination of the offering of the Securities, the Company will not file any amendment to the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless you have been furnished a copy for review prior to filing and the Company will not file any such proposed amendment or supplement to which you reasonably object. The Company will promptly advise you (1) when the Final Prospectus, and any supplement thereto, has been filed (if required) with the Commission pursuant to Rule 424(b), (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, (5) of the receipt by the Company of any notice of objection to the use of the Registration Statement, any amendment or supplement thereto pursuant to Rule 401(g)(2) under the Securities Act, any Preliminary Prospectus, or the Final Prospectus, and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or notice of objection or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (c) The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act. (d) Unless otherwise specified in the Terms Agreement, the Company will prepare a final term sheet (the “Final Term Sheet”), containing solely a description of final terms of the Securities and the offering thereof, substantially in the form set forth in Exhibit B hereto and in the form approved by you and attached as Schedule III to the Representatives Terms Agreement and will file the Final Term Sheet pursuant to file Rule 433(d) under the Securities Act within the time required by such Rule. (e) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company promptly will (i) notify you so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request. (f) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event or development occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act not later than or the Commission’s close Exchange Act, the Company promptly will (i) notify you thereof (provided, however, that any press release notifying the public thereof shall satisfy the requirements of business on this clause (i)); (ii) prepare and file with the second business day following Commission an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request. (g) As soon as practicable, the execution Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. (h) Upon request, the Company will furnish to the Representatives and to counsel for the Underwriters, without charge, signed or conformed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as a prospectus by an Underwriter or dealer may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to file any , as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. (including i) The Company agrees that, unless it has or shall have obtained the Pricing Term Sheet) prior written consent of the Representatives, it has not made and will not make any offer relating to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any that would constitute an Issuer Free Writing Prospectus, and to make no further amendment Prospectus or any supplement to the Registration Statement or that would otherwise constitute a Free Writing Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance retained by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of Company under Rule 433 under the Securities Act, other than a Free Writing Prospectus containing the information contained in the Final Term Sheet prepared and filed pursuant to Section 4(d) hereto; provided that the prior written consent of Representatives shall be deemed to have been given in respect of the suspension Free Writing Prospectuses included in Schedule II to the Terms Agreement. Any such Free Writing Prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (j) The Company will furnish, upon request of an Underwriter, for a period of two years from the date of the qualification Agreement (unless otherwise publicly available on the Commission’s XXXXX website or the Company’s website) (i) copies of any reports or other communications which the Company shall send to its shareholders or which the Company shall from time to time publish or publicly disseminate; (ii) copies of all annual and other reports filed with the Commission on Forms 20-F and 6-K, or such other similar form as may be designated by the Commission; and (iii) copies of documents or reports filed with any securities exchange on which any class of securities of the Company is listed, in each case, as soon as such reports, communications or documents become available. (k) The Company will apply the net proceeds from the sale of the Securities in the manner set forth under the caption “Use of Proceeds” in the Final Prospectus. (l) The Company will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such Securities jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for offering the distribution and resale of the Securities; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or sale other entity or as a dealer in securities in any jurisdictionsuch jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; and provided, further, that the Company shall not be obligated to maintain any such qualification for more than one year from the date of this Agreement. (m) Other than the Securities, during the period from the date hereof through and including the date that is 30 days after the date hereof, the Company will not, without the prior written consent of the initiation Representatives, issue, offer, sell, contract to sell or threatening otherwise dispose of any proceeding for any such purposedebt securities issued or guaranteed by the Company and having a tenor of more than one year, or provided that nothing in this clause (m) is intended to prevent (i) the prepayment of any request by existing indebtedness of the Commission Company; (ii) the Company from entering into a five-year Revolving Credit Facility with lenders of its choosing; (iii) the Company from entering into any export financing transaction with multilateral agencies or (iv) the Company from entering into any financing from Financiadora de Estudos e Projetos – FINEP or the Banco Nacional de Desenvolvimento Econômico e Social – BNDES. (n) The Company will assist the Underwriters in arranging for the amending Securities to be eligible for clearance and settlement through DTC. (o) The Company will not take, directly or supplementing indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the Registration Statement or Prospectus or for additional information and, in the event price of any debt security of the issuance Company, including the Securities. (p) The Company will take all reasonable action necessary to enable Standard & Poor’s Rating Services, a division of any such stop order or McGraw Hill, Inc. (“S&P”) and Xxxxx’x Investors Service Inc. (“Moodys”) to provide their respective ratings of any such order preventing or suspending the Company. (q) The Company will use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal; as used herein, list the term “Prospectus Delivery Period” means such period of time after Securities on the first date of New York Stock Exchange. (r) All payments to be made by the public offering of the Designated Securities as in the opinion of counsel for Company to the Underwriters a prospectus relating to the Securities is under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts by Brazil or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”). If any Taxes are required by law to be delivered (deducted or required to be delivered but for Rule 172 under the Securities Act) withheld in connection with sales such payments, the Company will pay an additional amount (“Additional Amount”) so that the full amount of such Securities payment is received by the Underwriters; provided , however , that such Additional Amount will not be paid on account of any Underwriter Taxes imposed or dealerwithheld by reason of the failure by the Underwriters to comply with a request of the payer addressed to the Underwriters to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Underwriters, which is required by a statute, treaty, regulation or administrative practice of the jurisdiction imposing such Taxes as a precondition to exemption from all or part of such Taxes.

Agreements of the Company. The Company agrees with each of the Representatives and the several Underwriters of any Designated Securitiesthat: (a) To Prior to the termination of the offering of the Shares, the Company will not file any amendment or supplement to the Registration Statement or the Basic Prospectus (including the Final Prospectus or any Preliminary Final Prospectus) unless the Company has furnished a copy to the Representatives for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object unless filing is immediately required by law without right of appeal. Subject to the foregoing sentence, the Company will prepare the Final Prospectus setting forth the number of Shares covered thereby, the terms not otherwise specified in relation the Basic Prospectus pursuant to which the applicable Designated Securities Shares are being issued, the names of the Underwriters participating in the offering and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Shares are to be purchased by the Underwriters from the Selling Stockholders, in a form approved by the Representatives and to shall file such Final Prospectus pursuant to Rule 424(b) under with the Securities Act Commission not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; to Execution Time. The Company will promptly file any Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company it with the Commission pursuant to Section 13(a), 13(c), 14 ) or 15(d) of the Exchange Act during for so long as the Prospectus Delivery Period delivery of a prospectus is required (as defined below)including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Act) in connection with the offering or sale of the Shares, and during such same period to will advise the Representatives, promptly after it receives notice hereofthereof, of the time when any amendment to the Registration Statement has been filed or becomes effective (other than filings of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act) or any supplement to the Basic Prospectus or any amended Final Prospectus has been filed, or mailed for filingfiled with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities ActShares, of the suspension of the qualification of such Securities Shares for offering or sale in any jurisdiction, of the initiation or threatening threatening, to the knowledge of the Company, of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Statement, the Final Prospectus or for additional information relating to the Shares; and the Company will use its commercially reasonable best efforts to prevent the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Shares or the suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities Shares or suspending any such qualification, to use promptly its commercially reasonable best efforts to obtain its withdrawal; the withdrawal of such order as used hereinsoon as possible; (b) Notwithstanding the provisions of paragraph (a) above, the term “Prospectus Delivery Period” means such period of if, at any time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters when a prospectus relating to the Securities Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus, as then amended or supplemented, would include any 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, not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act, or the respective rules thereunder, the Company will promptly (i) notify the Representatives and the Selling Stockholders of such event, (ii) prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance and (iii) supply any supplemented Final Prospectus to the Representatives in such quantities as they may reasonably request; (c) As soon as practicable, the Company will make generally available to its security holders an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act; (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and to the Representatives for delivery to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Final Prospectus, Issuer Free Writing Prospectus and Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering; (e) The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions in the United States of America as the Representatives may designate upon consultation with the Company and will maintain such qualifications in effect so long as required for the distribution of the Shares and will pay any fee of Financial Industry Regulatory Authority, Inc. (“FINRA”), in connection with sales its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject; (f) The Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping; (g) During a period of 30 days from the date of this Agreement, the Company will not, without the prior written consent of the Representatives, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement (other than a registration statement on Form S-8 or a registration statement on Form S-3ASR) under the Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder; (B) the filing of any registration statement or prospectus, or any amendment or supplement thereto, for the registration for resale of any Common Stock held by any party to the Registration Rights Agreement, dated May 4, 2021, by and among, among others, the Company and the Selling Stockholders (the “Registration Rights Agreement”) on the date hereof, or any transferee or distributee thereof that has the right to such registration pursuant to the terms of the Registration Rights Agreement, or held by the escrow agent on the date hereof under that Membership Interest Purchase Agreement by and among Double Eagle III Midco 2 LLC, the Company, and Pioneer Natural Resources USA, Inc., dated April 1, 2021; (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Disclosure Package and the Final Prospectus; (D) any shares of Common Stock, restricted stock, restricted stock units, performance units or other equity-based awards issuable or issued, or options to purchase Common Stock to be granted or granted, pursuant to an existing employee benefit plan of the Company referred to in the Disclosure Package and the Final Prospectus; or (E) offers or issuances of Common Stock directly to a seller of a business or assets as part of the purchase price or private placements in connection with acquisitions thereof by the Company; provided that any such recipient of such Securities shares of Common Stock will agree to be bound by these restrictions for the remainder of such 30-day period. In addition, the Company is authorized beginning on the 5th Business Day following the date of this Agreement to waive the restrictions in the Lock-Up Agreements for an aggregate amount of up to 350,000 shares of Common Stock for all Lock-Up Agreements combined; (h) The Company will use its reasonable best efforts to maintain the listing of the Common Stock, including the Shares, on the New York Stock Exchange (“NYSE”); (i) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock; (j) In connection with each offering of Shares, the Company will take such steps as it deems necessary to ascertain promptly whether each Preliminary Final Prospectus that supplements the Basic Prospectus and the Final Prospectus prepared in connection with such offering and transmitted for filing, in each case, was received for filing by the Commission, and, in the event that any Underwriter such prospectuses were not received for filing, it will promptly file any such prospectus not then received for filing; (k) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or dealerreproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any Issuer Free Writing Prospectus, each Preliminary Final Prospectus and Final Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Final Prospectus, each Issuer Free Writing Prospectus and Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares by the Selling Stockholders; (iii) the registration, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale or delivery of the Shares to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the transportation and other expenses of the Company’s officers and employees in connection with presentations to prospective purchasers of the Shares; (vi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company; (vii) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (viii) any fees and expenses of any transfer agent or registrar of the Shares and any agent of the transfer agent or registrar and the fees and disbursements of counsel for the transfer agent or registrar in connection with the Shares; (ix) any costs, expenses and filing fees incurred in connection with the qualification of the Shares for sale under the laws of such jurisdictions as the Representatives designate (including the reasonable fees and disbursements of counsel relating to such qualification) and the preparation and printing of memoranda relating thereto, costs and expenses related to the review by FINRA of the offering (including filing fees and the fees and expenses of counsel and any special counsel for the Underwriters relating to such review); and (x) all other costs and expenses of the Company and its representatives incident to the performance by the Company of its obligations hereunder; provided however, that the provisions of this Section 6(k) shall not supersede or otherwise affect any agreement that the Company and any Selling Stockholder may otherwise have for the allocation of such expenses among themselves; and (l) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Agreements of the Company. The Company agrees with each of the Underwriters of any Designated SecuritiesUnderwriters, the Forward Purchaser and the Forward Seller: (a) To furnish to the Representatives, the Forward Purchaser and the Forward Seller, without charge, one (1) signed copy of the Registration Statement (including exhibits thereto) and, for delivery to each other Underwriter, a conformed copy of the Registration Statement (without exhibits thereto) and to furnish the Underwriters, the Forward Purchaser and the Forward Seller in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(e) hereof, as many copies of the Preliminary Prospectus, Prospectus, each Issuer Free Writing Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representatives, the Forward Purchaser and the Forward Seller may reasonably request. (b) To prepare the Prospectus in relation to the applicable Designated Securities in a form approved by the Representatives Representatives, the Forward Purchaser and the Forward Seller and to file such the Preliminary Prospectus and the Prospectus pursuant to Rule 424(b) under of the Securities Act Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating this Agreement. If, at any time prior to the applicable Designated Securities or, if applicable, such earlier time as may be required by filing of the Prospectus pursuant to Rule 424(b) of the Rules and Rule 430ARegulations, 430B any event shall occur or 430C condition exist as a result of which the Pricing Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) promptly notify the Representatives, the Forward Purchaser and the Forward Seller so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Pricing Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the Underwriters, the Forward Purchaser and Forward Seller in such quantities as they may reasonably request. (c) If required by the Securities Act, to timely file with the Commission under the Securities Act; to file any Act each Issuer Free Writing Prospectus (including the Pricing Term Sheet) to the extent required by Rule 433 under the Securities Act; not to make, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements other material required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dRule 433(d) of the Exchange Act during Rules and Regulations. (d) Before amending or supplementing the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus Delivery Period (as defined below)with respect to the Shares, and during such same period to advise furnish to the Representatives, promptly after it receives notice hereof, the Forward Purchaser and the Forward Seller a copy of the time when each such proposed amendment or supplement and not to file any such proposed amendment to the Registration Statement has been filed or becomes effective or any supplement to which the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used hereinRepresentatives, the term “Prospectus Delivery Period” means Forward Purchaser or the Forward Seller reasonably object. (e) If, during such period of time after the first date of the public offering of the Designated Securities Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Securities Prospectus is required by law to be delivered (or required including in such circumstances where such requirement can be satisfied pursuant to be delivered but for Rule 172 under of the Securities ActRules and Regulations) in connection with sales of such Securities by any an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, the dealers (whose names and addresses the Representatives will furnish to the Company), the Forward Purchaser and the Forward Seller to which Shares may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. (f) To endeavor to qualify the Shares and any Common Shares deliverable pursuant to the Forward Sale Agreement for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company in its reasonable judgment to be unduly burdensome. (g) Not to make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus (other than each Issuer Free Writing Prospectus listed in Schedule III hereto), without the prior written consent of the Representatives, the Forward Purchaser and the Forward Seller. (h) To use its best efforts to list on the New York Stock Exchange, LLC (the “NYSE”) (i) the Company Shares on the applicable Closing Date and (ii) the Issuable Shares. (i) To retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses it uses or refers to; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or 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 not misleading or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives, the Forward Purchaser and the Forward Seller and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter, the Forward Purchaser and the Forward Seller as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (j) To make generally available to the Company’s security holders, as soon as practicable, an earnings statement (which need not be audited) covering a period of at least twelve months beginning after the “effective date of the registration statement” within the meaning of Rule 158 of the Rules and Regulations, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations. (k) During the period beginning on the date of this Agreement and continuing to and including 60 days after the date of the Prospectus, not to (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, or file with the Commission a registration statement under the Securities Act relating to, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Company Shares to be sold hereunder, and any Issuable Shares; (B) any securities or options to purchase any securities granted or sold pursuant to any employee or director compensation plans of the Company or employee or other investment plans of the Company as in effect on the date of this Agreement; (C) entering into the Forward Sale Agreement and issuing and delivering Common Shares pursuant to the Forward Sale Agreement; or (D) any transactions permitted pursuant to Section 6(d) of the Forward Sale Agreement. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, the Forward Purchaser and the Forward Seller, in the quantities hereinabove specified; (ii) all costs and expenses incident to the issue (in the case of the Company Shares) and the transfer and delivery of such Company Shares to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Shares under state law and all expenses in connection with the qualification of the Shares for offer and sale under state law as provided in Section 5(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters not to exceed $10,000 in connection with such qualification and in connection with the Blue Sky memorandum; (iv) the fees and disbursements of the Company’s accountants; (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with any review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (vi) all fees and expenses in connection with the listing of the Company Shares and the Issuable Shares on the NYSE; (vii) the fees and expenses of the transfer agent and registrar (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by FINRA; (ix) all fees and expenses incident to the transactions contemplated by the Forward Sale Agreement; and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section 5, Section 7 hereof entitled “Indemnity and Contribution”, and Section 12 hereof entitled “Survival,” the Underwriters, the Forward Purchaser and the Forward Seller will pay all of their costs and expenses, including fees and disbursements of their counsel (except as set forth in this Section 5(l)), and any advertising expenses connected with any offers they may make. (m) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and will use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act. (n) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (o) The Company will pay the applicable Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) of the Rules and Regulations without regard to the proviso thereof. (p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (q) If at any time when Shares remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Rules and Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, the Forward Purchaser and the Forward Seller, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Shares, in a form reasonably satisfactory to the Representatives, the Forward Purchaser and the Forward Seller (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives, the Forward Purchaser and the Forward Seller of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the Rules and Regulations notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (r) The Company will cooperate with the Underwriters, the Forward Purchaser and the Forward Seller and use its best efforts to permit the Common Shares and any shares deliverable pursuant to the Forward Sale Agreement to be eligible for clearance, settlement and trading through the facilities of DTC.

Agreements of the Company. The Company agrees with each From and after the date of this Agreement, and thereafter so long as any of the Underwriters Convertible Notes remain outstanding, the Company will duly perform and observe, for the benefit of any Designated Securitiesthe holders of the Convertible Notes, each and all of the covenants and agreements hereinafter set forth: (a) To prepare The Company shall deliver to each holder of a Convertible Note: i. Quarterly Statements -- upon the Prospectus earlier of (x) when the Company files its Form 10-Q with the Securities and Exchange Commission for a fiscal period and (y) 50 days after the end of each quarterly fiscal period in relation each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (2) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the applicable Designated financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 4(a)(i); ii. Annual Statements -- upon the earlier of(x) when the Company files its Form 10-K with the Securities and Exchange Commission for a fiscal period and (y) 105 days after the end of each fiscal year of the Company, duplicate copies of, (1) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (2) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a form approved by reasonable basis for such opinion in the Representatives circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to file obtain knowledge of any Default or Event of Default unless such Prospectus accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 424(b) 14a-3 under the Securities Act not later than Exchange Act) prepared in accordance with the Commission’s close of business on the second business day following the execution requirements therefor and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under filed with the Securities Act; to file any Issuer Free Writing Prospectus and Exchange Commission, together with the accountant's certificate described in clause (including the Pricing Term SheetB) to the extent required by Rule 433 under the Securities Act; not to makeabove, prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, and to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities, in any case, which shall be reasonably disapproved by deemed to satisfy the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly requirements of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof. (b) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to this Section 13(a4(a)(ii), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below), and during such same period to advise the Representatives, promptly after it receives notice hereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or of any proceeding pursuant to Section 8A of the Securities Act, of the suspension of the qualification of such Securities 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 such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; as used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Designated Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of such Securities by any Underwriter or dealer.;