Common use of Certain Agreements of the Company and the Guarantor Clause in Contracts

Certain Agreements of the Company and the Guarantor. Each of the Company and the Guarantor, jointly and severally, agrees with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b). (b) During the time when a prospectus relating to the Securities is required to be delivered under the Act, (i) the Company or the Guarantor will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company and the Guarantor promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (d) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158 under the Act). (e) The Company and the Guarantor will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (f) The Company and the Guarantor will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall either the Company or the Guarantor be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent for service of process in any such jurisdiction. (g) The Company and the Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 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 Securities by them, and any advertising expenses connected with any offers they may make. (h) For a period beginning at the time of execution of the Terms Agreement and ending the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor by the Representatives, and (ii) the Closing Date, without the prior consent of the Representatives, the Company and the Guarantor will not offer, sell, contract to sell or otherwise dispose of any securities substantially similar to the Securities.

Certain Agreements of the Company and the Guarantor. Each of the Company and the GuarantorGuarantor agrees, jointly and severally, agrees with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel")Underwriters, one signed conformed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each the offering of the Securities: (a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b424(b)(2) (or, if applicable, and if consented to by the Underwriters, subparagraph (5)) not later than the second business day following the execution and delivery of this Agreement. (b) During the time when a prospectus relating to offering of the Securities is required to be delivered under the ActSecurities, (i) the Company or the Guarantor will advise the Representatives Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives Underwriters a reasonable opportunity to comment on any such proposed amendment or supplement supplement; and (ii) during that period, the Company or the Guarantor will also advise the Representatives Underwriters promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best reasonable commercial efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is required to be delivered under the ActAct in connection with sales by any Underwriter or dealer, any event occurs 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, then the Company promptly will notify the Underwriters of such event and the Company and the Guarantor will promptly will prepare and file with the Commission Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the RepresentativesUnderwriters' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 55 hereof. (d) The As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make generally available to its security holders as soon as practicable, but in any event not securityholders an earnings statement covering a period of at least 12 months beginning after the later than eighteen months after of (i) the effective date of the registration statement relating to the Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (as defined in Rule 158(ciii) under the Act), an earnings statement date of the Company and its subsidiaries (Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which need not be audited) complying with will satisfy the provisions of Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158 under the Act). (e) The Company and the Guarantor will furnish to the Representatives Underwriters copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement and supplement, the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, and all amendments and supplements to such documents (other than those solely relating to securities other than the Securities)documents, in each case as soon as available and in such quantities as are the Underwriters reasonably requestedrequest. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company and the Guarantor will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such United States jurisdictions as the Representatives designate and Underwriters may designate, will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall either distribution and will arrange for the Company or determination of the Guarantor be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent legality of the Securities for service of process in any such jurisdictionpurchase by institutional investors. (g) The Company and the Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder under this Agreement, for any filing fees or other expenses (including fees and under any Delayed Delivery Contracts which are not otherwise specifically provided for disbursements of counsel) in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any connection with qualification of the Securities for sale under the laws of such United States jurisdictions as the Underwriters may designate and the printing of memoranda relating thereto, for any applicable filing fee incident to the review by themthe NASD of the Securities, for any travel expenses of the Company's officers and employees and any advertising other expenses connected of the Company in connection with attending or hosting meetings with prospective purchasers of Securities and for expenses incurred in distributing the Prospectus, any offers they may makepreliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) For Neither the Company nor the Guarantor will take, directly or indirectly, any action designed to or which constitutes or which might reasonably be expected to cause or result, under the Securities Exchange Act of 1934 or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (i) Neither the Company nor the Guarantor will 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 or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, or file with the Commission a registration statement under the Act relating to, any debt securities issued or guaranteed by the Company or the Guarantor in an offering to the public (or in a private offering in which holders of debt securities are granted rights to have such debt securities registered under the Act or to exchange such debt securities for other debt securities that are so registered), or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Underwriters for a period beginning at the time of execution of this Agreement until the Terms Agreement and ending later of the earlier of (i) Closing Date or the termination lifting of trading restrictions for by the SecuritiesUnderwriters; provided, as notified to however, that such restrictions shall not extend more than seven days following the Closing Date and shall not restrict the filing by the Company and with the Guarantor by the Representatives, and (ii) the Closing Date, without the prior consent Commission of the Representatives, the Company and the Guarantor will not offer, sell, contract 462(b) Registration Statement or a new unallocated shelf registration statement of up to sell or otherwise dispose $1 billion of any securities substantially similar to the Securitiestotal securities.

Certain Agreements of the Company and the Guarantor. Each of the The Company and the Guarantor, jointly and severally, agrees Guarantor agree with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy each of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company and the Guarantor will file To prepare the Prospectus with in a form approved by the Commission Representative and to file such Prospectus pursuant to and in accordance with Rule 424(b). (b) During under the Securities Act Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; prior to the termination of the offering of the Securities, to make no further amendment or any supplement to the Registration Statement, Time of Sale Prospectus or Prospectus which shall be disapproved by the Representative promptly after reasonable notice thereof; to advise the Representative, promptly after it receives notice thereof, of the time when a prospectus relating any amendment to the Securities is Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representative with copies thereof; to file promptly, and in any event within the applicable required time period, all reports and any definitive proxy or information statements required to be delivered filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act, (iSecurities Act Regulations) is required in connection with the Company offering or sale of the Guarantor will Securities; to advise the Representatives Representative, promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly after it receives notice thereof, of the filing of any such amendment or supplement and of the institution issuance by the Commission of any stop order proceedings or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus, or any other prospectus in respect of the Registration Statement Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any part thereof and will request by the Commission for the amending or supplementing of the Registration Statement, Time of Sale Prospectus or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or other prospectus or suspending any such qualification, promptly to use its best efforts to prevent obtain the issuance withdrawal of any such stop order order. (b) To prepare a final term sheet, substantially in the form of Exhibit A hereto, containing solely a description of the final terms of the Securities and the offering thereof, in a final form approved by the Representative, and to obtain as soon as possible its lifting, if issuedfile such term sheet pursuant to Rule 433(d) under the Securities Act Regulations within the time period required by such rule. (c) If, at any time when prior to the filing of the Prospectus pursuant to Rule 424(b) under the Securities Act Regulations, any events shall have occurred as a result of which the Disclosure Package 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 at such time, not misleading, to notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented and to prepare and furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Representative may from time to time reasonably request of an amended Disclosure Package or a supplement to the Disclosure Package which will correct such statement or omission or effect such compliance. (d) No later than 12:00 p.m., New York City time, on the second business day succeeding the date of this Agreement, and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in such quantities as the Representative may reasonably request, and, if the delivery of a prospectus relating (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities is required to be delivered under the Actand, if at such time any event occurs events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during such period to amend or supplement the Prospectus in order to comply with the Securities Act, to notify promptly the Company Representative and the Guarantor promptly will upon its request to prepare and file with furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Commission Representative may from time to time reasonably request of an amendment amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or an amendment which will effect such compliance. Neither , and in case any Underwriter is required by law, rule or regulation to deliver a prospectus (or in lieu thereof, the Representatives' consent to, nor notice referred to in Rule 173(a) under the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver Securities Act Regulations) in connection with sales of any of the conditions set forth in Securities at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representative but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representative may reasonably request of an amended or supplemented Prospectus complying with Section 510(a)(3) of the Securities Act. (de) The Promptly from time to time, to take such action as the Representative may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative 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 Securities, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (f) As soon as practicable, to make generally available to its security holders as soon as practicable, but in any event not later than eighteen months the securityholders of the Parent within the required time periods after the effective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) under the ActSecurities Act Regulations), an earnings statement of the Company Parent and its consolidated subsidiaries (which need not be audited) complying with the provisions of Section 11(a) of the Securities Act and the Rules and Securities Act Regulations (including, at the option of the Company, including Rule 158 under the ActSecurities Act Regulations). (e) The Company and the Guarantor will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (f) The Company and the Guarantor will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall either the Company or the Guarantor be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent for service of process in any such jurisdiction. (g) The Company During the period beginning on the date hereof and the Guarantor will pay or cause continuing to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f), including the reasonable fees and disbursements of counsel for 30 days following the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 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 Securities by them, and any advertising expenses connected with any offers they may make. (h) For a period beginning at the time of execution of the Terms Agreement and ending the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor by the Representatives, and (ii) the Closing Date, without the prior consent of the Representatives, the Company and the Guarantor will not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities substantially similar issued or guaranteed by the Company or any Guarantor or any warrants, rights or options to purchase or otherwise acquire debt securities issued or guaranteed by the Company or any Guarantor(other than the Securities) or publicly announce an intention to effect any such transaction. (h) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Time of Sale Prospectus under the caption “Use of Proceeds.” (i) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, take, directly or indirectly, any action designed to stabilize or manipulate the price of any security of the Parent or 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 Parent or the Company, to facilitate the sale or resale of any of the Securities. (j) To comply with all of the provisions of any undertakings in the Registration Statement. (k) To use their best efforts to do and perform all things required to be done or performed under this Agreement by the Company or any of the Guarantors prior to the Delivery Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company and the Guarantor. Each of the The Company and the Guarantor, Guarantor jointly and severally, agrees severally agree with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b). (b) During the time when a prospectus relating Prior to the Securities is required to be delivered under termination of the Actoffering of the Notes, (i) the Company or the Guarantor will advise the Representatives promptly not file any amendment of any proposal to amend or supplement the Registration Statement or supplement (including the Prospectus Supplement or any Preliminary Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will afford the Representatives a reasonable opportunity to comment on not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Prospectus Supplement, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Prospectus Supplement and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) the Company or the Guarantor will also advise the Representatives promptly when, prior to termination of the filing offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any such request by the Commission or its staff for any amendment or supplement and of the institution Registration Statement, or for any supplement to the Prospectus Supplement or for any additional information, (iv) of the issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or of any part thereof notice objecting to its use or 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 suspension of the qualification of the Notes or the Underlying Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible its liftingthe withdrawal of such stop order or relief from such occurrence or objection, including, if issuednecessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. (cb) If, at At any time when a prospectus relating to the Securities Prospectus is required to be delivered under the Act, the Exchange Act and the Rules and Regulations in connection with sales of the Notes or the Underlying Securities, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the Act, the Exchange Act or otherwise, and will furnish to the Representatives, without charge, copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representatives or counsel for the Underwriters shall reasonably object. (c) The Company agrees to pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act. (d) The Company will furnish to the Representatives copies of the Registration Statement (two of which will be signed and will include all exhibits thereto and documents incorporated by reference), and, will furnish to the Underwriters in New York City, without charge, prior to 10:00 A.M. Eastern Standard Time on the second business day next following the execution and delivery of this Agreement and during the period mentioned in Section 7(e) below, as many copies of the General Disclosure Package and Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request. (e) If at any time following the date hereof there occurs an event occurs or development as a result of which an Issuer Free Writing Prospectus conflicts or would conflict with the information contained in the Registration Statement, the General Disclosure Package, or the Prospectus as then amended or supplemented includes or would include an untrue statement of a material fact or omits or would omit to state any a material fact necessary in order to make the statements therein not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with information relating to any Underwriter furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. (f) If, during such period after the first date of the public offering of the Notes, the Prospectus or the General Disclosure Package is required by law to be delivered in connection with sales by any Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the General Disclosure Package or the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading when the General Disclosure Package or Prospectus is delivered to a purchaser, or if if, in the opinion of counsel for the Underwriters, it is necessary at any time to amend or supplement the Prospectus and the General Disclosure Package to comply with the Act, applicable law the Company will promptly notify the Representatives of such event and the Guarantor will promptly will prepare and file with the Commission an amendment and furnish, at its own expense, to the Underwriters and to any other dealers (whose names and addresses the Representatives will furnish to the Company) to which Notes may have either been sold by or supplement on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus and the General Disclosure Package which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' ’ consent to, nor the Underwriters' to or delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 58. (dg) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after prepare the effective date Final Term Sheet containing a description of final terms of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act Notes and the Rules offering thereof, in the form approved by you and Regulations (includingattached as Schedule C hereto, at and will file such term sheet as an Issuer Free Writing Prospectus pursuant to Rule 433(d) within the option of the Company, Rule 158 under the Act)time required by such Rule. (eh) The Company and the Guarantor will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (f) The Company and the Guarantor will arrange for the qualification of the Notes and the Underlying Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall either connection therewith the Company or the Guarantor shall not be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent for to service of process in any such jurisdictionjurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (gi) The Company and will make generally available to its securityholders no later than 90 days after the Guarantor close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering the twelve month period beginning not later than the first day of the Company’s fiscal quarter next following the “effective date” (as defined in said Rule 158) of the Registration Statement which will satisfy the provisions of Section 11(a) of 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 followingperformance of the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's ’s counsel and the Guarantor's counsel and Company’s accountants in connection with the registration and delivery of the Securities Notes under the Act and all other fees or expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus Prospectus, the General Disclosure Package and amendments and supplements thereto to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters Representatives and dealers; , in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Notes to the Representatives, including any transfer or other taxes payable thereon, (iii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, or producing any Blue Sky and Legal Investment Memoranda and any other documents memorandum in connection with the offering, purchase, offer and sale and delivery of the Securities; (iii) Notes under state securities laws and all expenses in connection with the qualification of the Securities Notes for offering offer and sale under state securities laws as provided in Section 4(f)7(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; or memorandum, (iv) any fees charged by securities rating services for rating the Securities; (v) any all filing fees incident and the reasonable fees and disbursements of counsel to any required the Underwriters (up to $5,000 in the aggregate) incurred in connection with the review and qualification of the offering of the Notes by the National Association of Securities Dealers, Inc. of Inc., (v) all costs and expenses incident to listing the terms of Underlying Securities on the sale of the Securities; New York Stock Exchange, (vi) the cost of preparing printing certificates representing the Securities; Notes, (vii) the fees costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, reasonable travel and lodging expenses of the representatives and officers of the Company and any Indenture other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Notes (including fifty percent (50%) of the cost of any private aviation), (ix) the document production charges and the Securities; expenses associated with printing this Agreement and (viiix) all other costs and expenses incident to the performance of its the obligations of the Company hereunder and under any Delayed Delivery Contracts for which are provision is not otherwise specifically provided for made in this Section; provided. It is understood, however, that, that except as provided in this Section, Section 6 and Section 8 hereof, 9 entitled “Indemnification and Contribution,” the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of their its counsel, stock transfer taxes payable on resale of any of the Securities Notes by them, it and any advertising expenses connected with any offers they may make. (hk) For a period beginning at The Company will comply with all applicable securities and other applicable laws, rules and regulation, including, without limitation, the time of execution Sxxxxxxx-Xxxxx Act, and 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 Terms Agreement Sxxxxxxx-Xxxxx Act. (l) The Company will use its reasonable best efforts to meet the requirements to qualify, for its taxable year ending December 31, 2006 and ending thereafter, for taxation as a REIT under the earlier Code. (m) The Company will use the net proceeds received by it from the sale of (i) the termination of trading restrictions for Notes in the Securities, as notified to manner specified in the Company General Disclosure Package and the Guarantor by Prospectus under the Representatives, and caption “Use of Proceeds.” (iin) the Closing Date, without the prior consent In respect of the Representativesoffering of the Notes, the Company and the Guarantor will not execute a supplemental indenture designating the series of debt securities to be offered and its related terms and provisions in accordance with the provisions of the Indenture. (o) The Company will cooperate with the Underwriters and use its best efforts to permit the Notes to be eligible for clearance and settlement through the facilities of DTC. (p) Without the prior written consent of Citigroup Global Markets Inc., neither the Company nor the Guarantor will, for a period of 60 days after the date of this Agreement, offer, sell, contract to sell sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any shares of Common Stock or any securities substantially similar convertible into or exchangeable or exercisable 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 Citigroup Global Markets Inc., except for the sale of the Securities under this Agreement, the issuance of the Underlying Securities, registration statements on Form S-8, the resale registration statements in respect of the Company’s outstanding senior convertible debentures due 2034, the related guarantees and the common stock issuable upon conversion of such debentures, any shares of Common Stock to be included in any such resale registration statement pursuant to the Securitiesexercise of “piggyback rights,” issuances of Common Stock pursuant to exercise of options, in each case outstanding on the date hereof, grants of employee stock options, shares of restricted stock and other awards pursuant to the terms of a plan in existence on the date hereof and previously disclosed to the Underwriters, issuances of Common Stock pursuant to the exercise of such options, issuances of Common Stock pursuant to the Company’s employee stock purchase plan in effect on the date hereof or issuances of securities upon redemption of units of limited partnership interest or limited liability company interests, as applicable, in the Company’s partnership and/or LLC subsidiaries. (q) The Company will engage and maintain, at its expense, a Trustee for the Notes. (r) Neither the Company nor any of its affiliates will take any action prohibited under Regulation M under the Exchange Act in connection with the distribution of the Notes contemplated hereby. (s) To use commercially reasonable efforts to have the Underlying Securities listed on the New York Stock Exchange. (t) The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Notes. (u) Between the date hereof and the Closing Date, the Company will not do or authorize any act or thing that would result in an adjustment of the conversion price of the Notes.

Certain Agreements of the Company and the Guarantor. Each of the The Company and the Guarantor, jointly and severally, agrees Guarantor agree with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and Initial Purchasers that, in connection with each offering of Securities: (a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b). (b) During the time when a prospectus relating to the Securities is required to be delivered under the Act, (i) the Company or the Guarantor will advise the Representatives CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement supplementation without CSFB's consent (which consent will not be unreasonably withheld or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) delayed). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActInitial Purchasers, any event occurs as a result of which the Prospectus Offering Document 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, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company and the Guarantor promptly will prepare notify CSFB of such event and file with the Commission promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' CSFB's consent to, nor the UnderwritersInitial 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 56. (db) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158 under the Act). (e) The Company and the Guarantor will furnish to the Representatives CSFB copies of any preliminary offering circular, the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement Offering Document and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities)documents, in each case as soon as available and in such quantities as are CSFB reasonably requestedrequests, and the Company will furnish to CSFB on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Company, one of which will include the applicable independent accountants' report therein manually signed by PricewaterhouseCoopers LLP. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (fc) The Company and the Guarantor will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives CSFB designate and will continue such qualifications in effect so long as required for the distribution; providedresale of the Offered Securities by the Initial Purchasers, however, provided that in no event shall either the Company or and the Guarantor will not be required to qualify as a foreign corporation or as a dealer in securities entity or to file a take any action that would subject any of them to general or unlimited consent for to service of process in any such jurisdictionjurisdiction in which it is not now so subject. (d) During the period of five years hereafter, the Company will furnish to CSFB and, upon request, to each of the other Initial Purchasers, (i) as soon as available, a copy of each report or other document furnished to the Commission and (ii) from time to time, such other publicly-available information concerning the Company and the Guarantor as the Initial Purchasers may reasonably request. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB and, upon request, to each of the other Initial Purchasers, and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) 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 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them if the Offered Securities are "restricted securities." (g) During the period of two years after the Closing Date, neither the Company nor the Guarantor will 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. (h) The Company and the Guarantor will pay or cause all expenses incidental to be paid the following: performance of its obligations under this Agreement, the Indenture, the Registration Rights Agreement, the Escrow Agreement (in the event the Transactions do not close on the Closing Date) and the Collateral Agreements, including, but not limited to, (i) the fees, disbursements fees and expenses of the Company's Trustee, the Escrow Agent, the Collateral Agent and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstheir professional advisers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement, the Indenture, the Registration Rights Agreement, the Escrow Agreement (in the event the Transactions do not close on the Closing Date), the Collateral Agreements, the Merger Agreements, the Contribution Agreement, the Offered Securities, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iii) the cost of qualifying the Offered Securities for offering trading in The PortalSM Market ("PORTAL") and sale under state securities laws as provided in Section 4(f), any expenses incidental thereto; (iv) for any expenses (including the reasonable fees and disbursements of counsel for the Underwriters counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such qualification jurisdictions in the United States and in connection with Canada as CSFB designates and the Blue Sky and legal investment surveysprinting of memoranda relating thereto; (ivv) for any fees charged by securities investment rating services agencies for the rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of Securities or the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Exchange Securities; and (viiivi) all other costs for expenses incurred in distributing preliminary offering circulars and expenses incident the Offering Document (including any amendments and supplements thereto) to the performance of its obligations hereunder Initial Purchasers. The Company and under any Delayed Delivery Contracts which are not otherwise specifically provided the Guarantor will also pay or reimburse the Initial Purchasers (to the extent incurred by the Initial Purchasers) for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any half of the expenses of the chartered airplane in connection with attending or hosting meetings with prospective purchasers of the Offered Securities by them, and any advertising expenses connected with any offers they may makefrom the Initial Purchasers. (hi) In connection with the offering, until CSFB shall have notified the Company and the other Initial Purchasers of the completion of the resale of the Offered 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 Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither the Company nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period beginning at of 90 days after the time of execution date of the Terms Agreement and ending initial offering of the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor Offered Securities by the Representatives, and (ii) the Closing Date, without the prior consent of the RepresentativesInitial Purchasers, the Company and the Guarantor will not offer, sell, contract to sell sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantor and having a maturity of more than one year from the date of issue, except with the consent of CSFB (which consent shall not be unreasonably withheld) and except issuances of Offered Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Offered Securities pursuant to the exercise of such options or the exercise of any securities substantially similar other employee stock options outstanding on the date hereof or issuances of Offered Securities pursuant to the Company's dividend reinvestment plan. The Company and the Guarantor will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities, except with the consent of CSFB (which consent will not be unreasonably withheld). (k) In the event the Transactions do not close on the Closing Date, the Company will cause the Guarantor to become a party to this Agreement by causing the Guarantor to execute and deliver a signature page to this Agreement to the Initial Purchasers on the closing of the Transactions; it being acknowledged and agreed that all representations and warranties made by or with respect to the Guarantor and all covenants of the Guarantor shall not be effective unless and until the Guarantor executes and delivers a signature page to this Agreement. (l) In the event the Transactions do not close on the Closing Date, the Company will deposit an amount equal to $223,283,593.75, which represents 97.25% of the aggregate principal amount of the Notes plus accrued and unpaid interest on the Notes to, but not including March 1, 2004 into the Escrow Account and will comply with the terms of the Escrow Agreement. (m) For so long as any of the Offered Securities are outstanding and if, in the reasonable judgment of the Initial Purchasers or Xxxxxx & Xxxxxxx LLP, the Initial Purchasers or any of their respective affiliates (as defined in the rules and regulations under the Securities Act) are required to deliver a prospectus (any such prospectus, a "Market Making Prospectus") in connection with sales of the Offered Securities, to (i) provide the Initial Purchasers and their respective affiliates, without charge, as many copies of the Market Making Prospectus as they may reasonably request, (ii) periodically amend the Offering Document and the Exchange Offer Registration Statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (iii) amend the Exchange Offer Registration Statement or amend or supplement the Market Making Prospectus when necessary to reflect any material changes in the information provided therein and promptly file such amendment or supplement with the Commission, (iv) provide the Initial Purchasers and their respective affiliates with copies of each amendment or supplement so filed and such other documents, including opinions of counsel and "comfort" letters, as they may reasonably request and (v) indemnify the Initial Purchasers and their respective affiliates with respect to the Market Making Prospectus and, if applicable, contribute to any amount paid or payable by the Initial Purchasers and their respective affiliates in a manner substantially identical to that specified in Section 7 hereof (with appropriate modifications). The Company and the Guarantor consent to the use, subject to the provisions of the Securities Act and the state securities or Blue Sky laws of the jurisdictions in which the Offered Securities are offered by the Initial Purchasers, of each Market Making Prospectus. (n) The Company and the Guarantor will do and perform all things required or necessary to be done and performed under this Agreement by them prior to the Closing Date, and to satisfy all conditions precedent (to the extent within their control) to the Initial Purchasers' obligations hereunder to purchase the Offered Securities.

Certain Agreements of the Company and the Guarantor. Each of the The Company and the Guarantor, jointly and severally, agrees Guarantors agree with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy each of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company and the Guarantor will file To prepare the Prospectus with in a form approved by the Commission Representatives and to file such Prospectus pursuant to and in accordance with Rule 424(b). (b) During under the Securities Act Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; prior to the termination of the offering of the Securities, to make no further amendment or any supplement to the Registration Statement, Time of Sale Prospectus or Prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when a prospectus relating any amendment to the Securities is Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly, and in any event within the applicable required time period, all reports and any definitive proxy or information statements required to be delivered filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act, (iSecurities Act Regulations) is required in connection with the Company offering or sale of the Guarantor will Securities; to advise the Representatives Representatives, promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly after it receives notice thereof, of the filing of any such amendment or supplement and of the institution issuance by the Commission of any stop order proceedings or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus, or any other prospectus in respect of the Registration Statement Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any part thereof and will request by the Commission for the amending or supplementing of the Registration Statement, Time of Sale Prospectus or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or other prospectus or suspending any such qualification, promptly to use its best efforts to prevent obtain the issuance withdrawal of any such stop order order. (b) To prepare a final term sheet, substantially in the form of Exhibit A hereto, containing solely a description of the final terms of the Securities and the offering thereof, in a final form approved by the Representatives, and to obtain as soon as possible its lifting, if issuedfile such term sheet pursuant to Rule 433(d) under the Securities Act Regulations within the time period required by such rule. (c) If, at any time when prior to the filing of the Prospectus pursuant to Rule 424(b) under the Securities Act Regulations, any events shall have occurred as a result of which the Disclosure Package 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 at such time, not misleading, to notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and to prepare and furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Disclosure Package or a supplement to the Disclosure Package which will correct such statement or omission or effect such compliance. (d) No later than 12:00 p.m., New York City time, on the second business day succeeding the date of this Agreement, and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus relating (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities is required to be delivered under the Actand, if at such time any event occurs events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during such period to amend or supplement the Prospectus in order to comply with the Securities Act, to notify promptly the Company Representatives and the Guarantor promptly will upon their request to prepare and file with furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Commission Representatives may from time to time reasonably request of an amendment amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or an amendment which will effect such compliance. Neither , and in case any Underwriter is required by law, rule or regulation to deliver a prospectus (or in lieu thereof, the Representatives' consent to, nor notice referred to in Rule 173(a) under the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver Securities Act Regulations) in connection with sales of any of the conditions set forth in Securities at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representatives but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representatives may reasonably request of an amended or supplemented Prospectus complying with Section 510(a)(3) of the Securities Act. (de) The Promptly from time to time, to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives 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 Securities, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (f) As soon as practicable, to make generally available to its security holders as soon as practicable, but in any event not later than eighteen months the securityholders of the Parent within the required time periods after the effective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) under the ActSecurities Act Regulations), an earnings statement of the Company Parent and its consolidated subsidiaries (which need not be audited) complying with the provisions of Section 11(a) of the Securities Act and the Rules and Securities Act Regulations (including, at the option of the Company, including Rule 158 under the ActSecurities Act Regulations). (e) The Company and the Guarantor will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (f) The Company and the Guarantor will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall either the Company or the Guarantor be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent for service of process in any such jurisdiction. (g) The Company During the period beginning on the date hereof and the Guarantor will pay or cause continuing to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f), including the reasonable fees and disbursements of counsel for 30 days following the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 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 Securities by them, and any advertising expenses connected with any offers they may make. (h) For a period beginning at the time of execution of the Terms Agreement and ending the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor by the Representatives, and (ii) the Closing Date, without the prior consent of the Representatives, the Company and the Guarantor will not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities substantially similar issued or guaranteed by the Company or any Guarantor or any warrants, rights or options to purchase or otherwise acquire debt securities issued or guaranteed by the Company or any Guarantor (other than the Securities and issuances of commercial paper by the Parent in the ordinary course of business) or publicly announce an intention to effect any such transaction. (h) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Time of Sale Prospectus under the caption “Use of Proceeds.” (i) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, take, directly or indirectly, any action designed to stabilize or manipulate the price of any security of the Parent or 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 Parent or the Company, to facilitate the sale or resale of any of the Securities. (j) To comply with all of the provisions of any undertakings in the Registration Statement. (k) To use their best efforts to do and perform all things required to be done or performed under this Agreement by the Company or any of the Guarantors prior to the Delivery Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company and the Guarantor. Each of the The Company and the Guarantor, jointly and severally, agrees Guarantor agree with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and Initial Purchaser that, in connection with each offering of Securities: (a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b). (b) During the time when a prospectus relating to the Securities is required to be delivered under the Act, (i) the Company or the Guarantor will advise the Representatives CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement supplementation without CSFB's consent (which consent will not be unreasonably withheld or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) delayed). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the ActInitial Purchaser, any event occurs as a result of which the Prospectus Offering Document 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, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company and the Guarantor promptly will prepare notify CSFB of such event and file with the Commission promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' CSFB's consent to, nor the Underwriters' its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 56. (db) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158 under the Act). (e) The Company and the Guarantor will furnish to the Representatives CSFB copies of any preliminary offering circular, the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement Offering Document and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities)documents, in each case as soon as available and in such quantities as are CSFB reasonably requestedrequests, and the Company will furnish to CSFB on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Company, one of which will include the applicable independent accountants' report therein manually signed by PricewaterhouseCoopers LLP. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Initial Purchaser all such documents. (fc) The Company and the Guarantor will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Representatives designate CSFB designates and will continue such qualifications in effect so long as required for the distribution; providedresale of the Offered Securities by the Initial Purchaser, however, provided that in no event shall either the Company or and the Guarantor will not be required to qualify as a foreign corporation or as a dealer in securities entity or to file a take any action that would subject any of them to general or unlimited consent for to service of process in any such jurisdictionjurisdiction in which it is not now so subject. (d) During the period of five years hereafter, the Company will furnish to CSFB (i) as soon as available, a copy of each report or other document furnished to the Commission and (ii) from time to time, such other publicly-available information concerning the Company and the Guarantor as CSFB may reasonably request. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) 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 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them if the Offered Securities are "restricted securities." (g) During the period of two years after the Closing Date, neither the Company nor the Guarantor will 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. (h) The Company and the Guarantor will pay or cause all expenses incidental to be paid the following: performance of its obligations under this Agreement, the Indenture, the Registration Rights Agreement, the Escrow Agreement (in the event the Acquisition does not close on the Closing Date) and the Collateral Agreements, including (i) the fees, disbursements fees and expenses of the Company's Trustee, the Escrow Agent, the Collateral Agent and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstheir professional advisers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement, the Indenture, the Registration Rights Agreement, the Escrow Agreement (in the event the Acquisition does not close on the Closing Date), the Collateral Agreements, the Offered Securities, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iii) the cost of qualifying the Offered Securities for offering trading in The PortalSM Market ("PORTAL") and sale under state securities laws as provided in Section 4(f), any expenses incidental thereto; (iv) for any expenses (including the reasonable fees and disbursements of counsel for the Underwriters counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such qualification jurisdictions in the United States and in connection with Canada as CSFB designates and the Blue Sky and legal investment surveysprinting of memoranda relating thereto; (ivv) for any fees charged by securities investment rating services agencies for the rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of Securities or the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Exchange Securities; and (viiivi) all other costs for expenses incurred in distributing preliminary offering circulars and expenses incident the Offering Document (including any amendments and supplements thereto) to the performance of its obligations hereunder Initial Purchaser. The Company and under any Delayed Delivery Contracts which are not otherwise specifically provided the Guarantor will also pay or reimburse the Initial Purchaser (to the extent incurred by the Initial Purchaser) for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any half of the expenses of the chartered airplane in connection with attending or hosting meetings with prospective purchasers of the Offered Securities by them, and any advertising expenses connected with any offers they may makefrom the Initial Purchaser. (hi) In connection with the offering, until CSFB shall have notified the Company of the completion of the resale of the Offered 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 Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither the Company nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period beginning at of 90 days after the time of execution date of the Terms Agreement and ending initial offering of the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor Offered Securities by the Representatives, and (ii) the Closing Date, without the prior consent of the RepresentativesInitial Purchaser, the Company and the Guarantor will not offer, sell, contract to sell sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantor and having a maturity of more than one year from the date of issue, except with the consent of CSFB (which consent shall not be unreasonably withheld) and except issuances of Offered Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Offered Securities pursuant to the exercise of such options or the exercise of any securities substantially similar other employee stock options outstanding on the date hereof or issuances of Offered Securities pursuant to the Company's dividend reinvestment plan. The Company and the Guarantor will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities, except with the consent of CSFB (which consent will not be unreasonably withheld). (k) In the event the Acquisition closes on the Closing Date, the Company will cause the Guarantor to become a party to this Agreement by causing the Guarantor to execute and deliver a signature page to this Agreement to the Initial Purchaser on the closing of the Acquisition; it being acknowledged and agreed that all representations and warranties made by or with respect to the Guarantor and all covenants of the Guarantor shall not be effective unless and until the Guarantor executes and delivers a signature page to this Agreement. (l) In the event the Acquisition does not close on the Closing Date, the Company will deposit an amount equal to $198,486,111.11, which represents 97% of the aggregate principal amount of the Notes plus accrued and unpaid interest on the Notes to, but not including September 30, 2003 into the Escrow Account and will comply with the terms of the Escrow Agreement. (m) For so long as any of the Offered Securities are outstanding and if, in the reasonable judgment of the Initial Purchaser or Xxxxxx & Xxxxxxx LLP, the Initial Purchaser or any of its affiliates (as defined in the rules and regulations under the Securities Act) are required to deliver a prospectus (any such prospectus, a "Market Making Prospectus") in connection with sales of the Offered Securities, to (i) provide the Initial Purchaser and its affiliates, without charge, as many copies of the Market Making Prospectus as they may reasonably request, (ii) periodically amend the Offering Document and the Exchange Offer Registration Statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (iii) amend the Exchange Offer Registration Statement or amend or supplement the Market Making Prospectus when necessary to reflect any material changes in the information provided therein and promptly file such amendment or supplement with the Commission, (iv) provide the Initial Purchaser and their affiliates with copies of each amendment or supplement so filed and such other documents, including opinions of counsel and "comfort" letters, as they may reasonably request and (v) indemnify the Initial Purchaser and their affiliates with respect to the Market Making Prospectus and, if applicable, contribute to any amount paid or payable by the Initial Purchasers and their affiliates in a manner substantially identical to that specified in Section 7 hereof (with appropriate modifications). The Company and the Guarantor consent to the use, subject to the provisions of the Securities Act and the state securities or Blue Sky laws of the jurisdictions in which the Offered Securities are offered by the Initial Purchasers, of each Market Making Prospectus. (n) The Company and the Guarantor will do and perform all things required or necessary to be done and performed under this Agreement by them prior to the Closing Date, and to satisfy all conditions precedent (to the extent within their control) to the Initial Purchaser's obligations hereunder to purchase the Offered Securities.

Certain Agreements of the Company and the Guarantor. Each of the --------------------------------------------------- Company and the Guarantor, jointly and severally, agrees with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b). (b) During the time when a prospectus relating to the Securities is required to be delivered under the Act, (i) the Company or the Guarantor will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company and the Guarantor promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (d) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the Rules and Regulations (including, at the option of the Company, Rule 158 under the Act). (e) The Company and the Guarantor will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (f) The Company and the Guarantor will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall -------- ------- either the Company or the Guarantor be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent for service of process in any such jurisdiction. (g) The Company and the Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 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 Securities by them, and any advertising expenses connected with any offers they may make. (h) For a period beginning at the time of execution of the Terms Agreement and ending the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor by the Representatives, and (ii) the Closing Date, without the prior consent of the Representatives, the Company and the Guarantor will not offer, sell, contract to sell or otherwise dispose of any securities substantially similar to the Securities.

Certain Agreements of the Company and the Guarantor. Each of the The Company and the Guarantor, jointly and severally, agrees Guarantors agree with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy each of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of SecuritiesUnderwriters: (a) The Company and the Guarantor will file To prepare the Prospectus with in a form approved by the Commission Representative and to file such Prospectus pursuant to and in accordance with Rule 424(b). (b) During under the Securities Act Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; prior to the termination of the offering of the Securities, to make no further amendment or any supplement to the Registration Statement, Time of Sale Prospectus or Prospectus which shall be disapproved by the Representative promptly after reasonable notice thereof; to advise the Representative, promptly after it receives notice thereof, of the time when a prospectus relating any amendment to the Securities is Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representative with copies thereof; to file promptly, and in any event within the applicable required time period, all reports and any definitive proxy or information statements required to be delivered filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act, (iSecurities Act Regulations) is required in connection with the Company offering or sale of the Guarantor will Securities; to advise the Representatives Representative, promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly after it receives notice thereof, of the filing of any such amendment or supplement and of the institution issuance by the Commission of any stop order proceedings or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus, or any other prospectus in respect of the Registration Statement Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any part thereof and will request by the Commission for the amending or supplementing of the Registration Statement, Time of Sale Prospectus or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or other prospectus or suspending any such qualification, promptly to use its best efforts to prevent obtain the issuance withdrawal of any such stop order order. (b) To prepare a final term sheet, substantially in the form of Exhibit A hereto, containing solely a description of the final terms of the Securities and the offering thereof, in a final form approved by the Representative, and to obtain as soon as possible its lifting, if issuedfile such term sheet pursuant to Rule 433(d) under the Securities Act Regulations within the time period required by such rule. (c) If, at any time when prior to the filing of the Prospectus pursuant to Rule 424(b) under the Securities Act Regulations, any events shall have occurred as a result of which the Disclosure Package 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 at such time, not misleading, to notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented and to prepare and furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Representative may from time to time reasonably request of an amended Disclosure Package or a supplement to the Disclosure Package which will correct such statement or omission or effect such compliance. (d) No later than 12:00 p.m., New York City time, on the second business day succeeding the date of this Agreement, and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in such quantities as the Representative may reasonably request, and, if the delivery of a prospectus relating (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities is required to be delivered under the Actand, if at such time any event occurs events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act Regulations) is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during such period to amend or supplement the Prospectus in order to comply with the Securities Act, to notify promptly the Company Representative and the Guarantor promptly will upon its request to prepare and file with furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as the Commission Representative may from time to time reasonably request of an amendment amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or an amendment which will effect such compliance. Neither , and in case any Underwriter is required by law, rule or regulation to deliver a prospectus (or in lieu thereof, the Representatives' consent to, nor notice referred to in Rule 173(a) under the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver Securities Act Regulations) in connection with sales of any of the conditions set forth in Securities at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representative but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representative may reasonably request of an amended or supplemented Prospectus complying with Section 510(a)(3) of the Securities Act. (de) The Promptly from time to time, to take such action as the Representative may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative 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 Securities, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (f) As soon as practicable, to make generally available to its security holders as soon as practicable, but in any event not later than eighteen months the securityholders of the Parent within the required time periods after the effective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) under the ActSecurities Act Regulations), an earnings statement of the Company Parent and its consolidated subsidiaries (which need not be audited) complying with the provisions of Section 11(a) of the Securities Act and the Rules and Securities Act Regulations (including, at the option of the Company, including Rule 158 under the ActSecurities Act Regulations). (e) The Company and the Guarantor will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related prospectus, any related preliminary prospectus supplement and the Prospectus and, during the time when a prospectus relating to the Registered Securities is required to be delivered under the Act, all amendments and supplements to such documents (other than those solely relating to securities other than the Securities), in each case as soon as available and in such quantities as are reasonably requested. (f) The Company and the Guarantor will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in no event shall either the Company or the Guarantor be required to qualify as a foreign corporation or as a dealer in securities or to file a general or unlimited consent for service of process in any such jurisdiction. (g) The Company During the period beginning on the date hereof and the Guarantor will pay or cause continuing to be paid the following: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus supplement and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Terms Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f), including the reasonable fees and disbursements of counsel for 30 days following the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section; provided, however, that, except as provided in this Section, Section 6 and Section 8 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 Securities by them, and any advertising expenses connected with any offers they may make. (h) For a period beginning at the time of execution of the Terms Agreement and ending the earlier of (i) the termination of trading restrictions for the Securities, as notified to the Company and the Guarantor by the Representatives, and (ii) the Closing Date, without the prior consent of the Representatives, the Company and the Guarantor will not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities substantially similar issued or guaranteed by the Company or any Guarantor or any warrants, rights or options to purchase or otherwise acquire debt securities issued or guaranteed by the Company or any Guarantor (other than the Securities and issuances of commercial paper by the Parent in the ordinary course of business) or publicly announce an intention to effect any such transaction. (h) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Time of Sale Prospectus under the caption “Use of Proceeds.” (i) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, take, directly or indirectly, any action designed to stabilize or manipulate the price of any security of the Parent or 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 Parent or the Company, to facilitate the sale or resale of any of the Securities. (j) To comply with all of the provisions of any undertakings in the Registration Statement. (k) To use their best efforts to do and perform all things required to be done or performed under this Agreement by the Company or any of the Guarantors prior to the Delivery Date and to satisfy all conditions precedent to the delivery of the Securities.