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

Certain Agreements of the Company and the Guarantors. Each of the Company and the Guarantors agrees with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular and will not effect such amendment or supplementation without CSFB’s consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circular, the Offering Circular and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests. 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, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company 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 CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative Documents, the related Guarantees, 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 listing the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred by

Certain Agreements of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally agrees with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, consent (which consent shall will not be unreasonably withheld), unless the Company determines that it must do so to avoid a violation of applicable law. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests, 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 independent accountants’ report therein manually signed by such independent accountants. 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, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and prospective 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 or the Guarantors will pay the expenses of printing and distributing to the Purchasers all such documents. (c) The Company 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 CSFB designates and will continue such qualifications or determinations in effect so long as required for the resale of the Offered Securities by the Purchasers, Purchasers provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation, to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so to subject or (iii) subject themselves itself to taxation in excess of a nominal dollar amount in any such jurisdiction where they are it is not now then so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities ActAct and including, without limitation, the Guarantors) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, neither the Company nor any Guarantor will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental incident to the performance of its their respective obligations under this Agreement, the Operative DocumentsIndenture, including the Pledge Agreements and the Registration Rights Agreement, including: (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Exchange Securities, the Indenture, the Pledge Agreements, 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 and, as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities for trading in The PortalSM Market of The Nasdaq Stock Market, Inc. (“PORTAL”) and any expenses incidental thereto; , (iv) the cost of any advertising approved by the Company or any Guarantor in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers and (viii) all travel expenses of the Purchasers and the officers and employees of the Company and any Guarantors and any other expenses of the Purchasers, the Company or any of the Guarantors in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (h) In connection with the offering, until CSFB shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates (including the Guarantors) 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 (including the Guarantors) has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates (including the Guarantors) 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. (i) For a period of 180 days after the date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration under the Securities Act relating to, any U.S. dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose its intention to make any such offer, sale, contract, pledge, disposition or filing, without the prior written consent of CSFB and Citigroup Global Markets Inc. (“Citigroup”). The Company and Guarantors will also pay not at any time offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract, pledge or disposition would cause the Purchasers (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 extent incurred byoffer and sale of the Offered Securities. (j) The proceeds of the offering of the Offered Securities will be applied as set forth under “Use of Proceeds” in the Offering Document.

Certain Agreements of the Company and the Guarantors. Each The Company and each of the Company and the Guarantors agrees agree with the several Purchasers that: (a) The Company will advise CSFB CSFBC promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s CSFBC's consent, which consent shall will not be unreasonably withheldwithheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB CSFBC of such event (whereupon the Purchasers shall promptly cease using the Offering Document) and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s CSFBC's consent to, nor the 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 6. (b) The Company will furnish to CSFB CSFBC copies of any Preliminary Offering Circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably CSFBC requests, and the Company will furnish to CSFBC on the date hereof one copy of the Offering Circular signed by a duly authorized officer of the Company. 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 CSFBC (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company 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 CSFB CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering any such state or sale of the Offered Securities) subject itself to taxation in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are it is not now so subject. (d) During the period of two years after the later of the First Closing Date and the last Optional Closing Date, the Company will, upon request, furnish to CSFBCSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the later of the First Closing Date and the last Optional 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. (f) During the period of two years after the later of the First Closing Date and the last Optional Closing Date, neither the Company nor any Guarantor will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative Documents, Indenture and the Registration Rights Agreement including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Underlying Shares, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesIndenture, 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 listing qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB CSFBC designates and the printing of memoranda relating thereto, (viv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, (vi) for all fees and expenses incurred in relation to the listing of the Underlying Shares on the New York Stock Exchange, (vii) for reasonable the fees and documented expenses of their legal counsel and accountants and (viii) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all expenses of the Purchasers and the Company in connection with preparation and distribution of an Internet road show presentation. (h) In connection with the offering, until CSFBC shall have notified the Company and the other 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 it 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. (i) For a period of 60 days after the date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, any shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company or warrants or other rights to purchase shares of Common Stock of the Company, or publicly disclose the intention to make any such offer, sale, pledge or disposition, without the prior written consent of CSFBC, except (i) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, (ii) issuances of Offered Securities or Common Stock pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof, (iii) issuances of Common Stock pursuant to the Company's dividend reinvestment plan, (iv) issuances of Common Stock (including restricted Common Stock) or stock options in relation to the Company's compensation or benefits plans in effect on the date hereof, and (v) incurrence of indebtedness pursuant to the Company's Primary Credit Facilities (as defined in the Offering Document). The Company 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and and, as applicable, the Guarantors agrees agree with the several Purchasers that: (a) The Company will advise CSFB Banc of America promptly of any proposal to amend or supplement the Preliminary Offering Circular or the Final Offering Circular and will not effect such amendment or supplementation without CSFBBanc of America’s consent, which consent shall not be unreasonably withheldwithheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any there occurs an event occurs or development as a result of which the Preliminary Offering Circular as then amended Circular, the Final Offering Circular, any document included within the General Disclosure Package or supplemented any Supplemental Marketing Material included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at such time, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Circular to comply with Circular, the Final Offering Circular, any applicable lawdocument included within the General Disclosure Package or any Supplemental Marketing Material, the Company promptly will notify CSFB Banc of America of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFBBanc of America’s consent to, nor the 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 67. This subsection does not apply to statements in or omissions from the Preliminary Offering Circular, the Final Offering Circular, any document included within the General Disclosure Package or any Supplemental Marketing Material made in reliance upon and in conformity with written information furnished to the Company by any Purchaser through Banc of America specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. (b) The Company will furnish to CSFB Banc of America copies of any the Preliminary Offering Circular, each other document comprising a part of the General Disclosure Package, the Final Offering Circular and Circular, all amendments and supplements to such documentsdocuments and each item of Supplemental Marketing Material, in each case as soon as available and in such quantities as CSFB Banc of America may reasonably requestsrequest, and the Company will furnish to Banc of America on the date hereof three copies of each of the foregoing documents, one of which in the case of the Preliminary Offering Circular and the Final Offering Circular will include the independent accountants’ reports manually signed by such independent accountants. At any time when neither the Company nor TD Group 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, to each Banc of the other Purchasers) America 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 Purchasers all such documents. (c) The Company will use its commercially reasonable efforts to 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 CSFB designates Banc of America may reasonably designate and will use its commercially reasonable efforts to continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will shall not be required obligated to (i) file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified as of the date hereof or to do subject itself to taxation in respect of doing business in any jurisdiction they are in which it is not now so qualified, (ii) take any action that would otherwise subject them to service of process in suits (other than those suits arising out as of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectdate hereof. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each Banc of the other Purchasers America and Credit Suisse and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, neither TD Group, nor the Company will notnor the Guarantors will, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, their subsidiaries to resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, neither the Company nor any of the Guarantors will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses incurred by it in connection with the execution, issueissuance, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, the Preliminary Offering Document and Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and and, as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any reasonable expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred by the Company in connection with the qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions states in the United States and Canada as CSFB designates Banc of America may reasonably designate (subject to the other terms set forth in this Agreement) and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented any expenses incurred in distributing preliminary offering circulars and to the Purchasers the Preliminary Offering Document Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) to the Purchasersand any Supplemental Marketing Material. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all reasonable travel expenses of the Purchasers and the Company’s officers and employees and any other reasonable expenses of the Purchasers and the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Securities. (h) In connection with the offering, until Banc of America shall have notified the Company of the completion of the resale of the Offered Securities, none of TD Group, the Company or any of its subsidiaries has or will, either alone or with one or more other persons, bid for or purchase for any account in which TD Group, the Company or any of its subsidiaries has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither TD Group, the Company nor any of its subsidiaries 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. (i) Simultaneously with the consummation of the transactions contemplated by this Agreement, TD Finance Corporation will merge with and into the Company, and the Company will be the surviving entity of such merger. In addition, on or prior to the second business day following the Closing Date, TransDigm Holding Company shall be merged with and into the Company, and the Company will be the surviving entity of such merger and, if for any reason such merger does not become effective on or prior to the second business day following the Closing Date, then TransDigm Holding Company shall execute and deliver a supplemental indenture to the Indenture, in form and substance reasonably satisfactory to Banc of America, pursuant to which it shall agree to become a guarantor under the terms of the Indenture for all purposes thereof. (j) In conjunction with the consummation of the transactions contemplated by this Agreement, the Tender Offer shall have been consummated and the Company, the guarantors and the trustee party to the indenture governing the 83¤8% Senior Subordinated Notes (the “Existing Indenture”) shall have entered into a supplemental indenture to the Existing Indenture implementing the terms of the consent solicitation undertaken in connection with the Tender Offer.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors each Guarantor, jointly and severally, agrees with the several Purchasers Underwriters that it will furnish to counsel for the Underwriters, one signed copy of the Registration Statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Offered Securities: (a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the Lead Underwriter, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Company will advise CSFB the Lead Underwriter promptly of any proposal to amend or supplement the Offering Circular Registration Statement or the Prospectus and will not effect afford the Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Lead Underwriter promptly of the filing of any such amendment or supplementation without CSFB’s consentsupplement 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, which consent shall not be unreasonably withheld. if issued. (c) If, at any time prior when a prospectus relating to the completion of the resale of the Offered Securities is required to be delivered under the Act in connection with sales by the Purchasersany Underwriter or dealer, any event occurs as a result of which the Offering Circular Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Offering Circular Prospectus to comply with any applicable lawthe Act, the Company promptly will notify CSFB the Lead Underwriter of such event and will promptly will prepareprepare and file with the 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 CSFB’s the Lead Underwriter's consent to, nor the Purchasers’ Underwriters' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 65 hereof. (bd) As soon as practicable, but not later than 16 months, after the date of each Terms Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Section 11(a) of the Act. (e) The Company will furnish to CSFB the Representatives copies of the Registration Statement, including all exhibits, any Preliminary Offering Circularrelated preliminary prospectus, any related preliminary prospectus supplement, the Offering Circular Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB the Lead Underwriter reasonably requests. 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, to each of the other Purchasers) 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 Purchasers Underwriters all such documents. (cf) The Company 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 as the United States and Canada as CSFB Lead Underwriter designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectdistribution. (dg) During the period of two five years after the Closing Datedate of any Terms Agreement, the Company willwill furnish to the Representatives and, upon request, furnish to CSFB, each of the other Purchasers and any holder Underwriters, if any, as soon as practicable after the end of Offered Securities each fiscal year, a copy of its annual report to stockholders for such year; and the restrictions on transfer applicable Company will furnish to the Offered SecuritiesRepresentatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Lead Underwriter may reasonably request. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Company and the Guarantors will pay all expenses incidental incident to the performance of its obligations under the Terms Agreement (including the provisions of this Agreement, the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative Documents, the related Guarantees, 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 listing the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented filing fees or other expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in as the United States and Canada as CSFB designates Lead Underwriter may designate and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, for any applicable filing fee incident to, and (vii) the reasonable fees and disbursements of counsel for reasonable the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, for any travel expenses of the Company's officers and documented employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and for expenses incurred in distributing the Prospectus, any preliminary offering circulars and the Offering Document (including prospectuses, any preliminary prospectus supplements or any other amendments and or supplements thereto) to the Purchasers. The Prospectus to the Underwriters. (i) Neither the Company nor any Guarantor will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Company and Guarantors will also pay having a maturity of more than one year from the date of issue, or reimburse publicly disclose the Purchasers (intention to make any such offer, sale, pledge, disposition or filing, without the extent incurred byprior written consent of the Lead Underwriter for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement.

Certain Agreements of the Company and the Guarantors. Each The Company and each of the Company and the Guarantors agrees agree with the several Purchasers that: (a) The Company will advise CSFB CSFBC promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s CSFBC's consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB CSFBC of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s CSFBC's consent to, nor the 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 6. (b) The Company will furnish to CSFB CSFBC copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB CSFBC reasonably requests, and the Company will furnish to CSFBC 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 independent accountants' reports therein manually signed by such independent accountants. 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 CSFBC (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company will arrange cooperate with the Initial Purchasers and counsel for the Initial Purchasers in connection with 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 CSFB CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of five years hereafter, the Company will furnish to CSFBC (and, upon request, to each of the other Purchasers) as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year; and the Company will furnish to CSFBC (and, upon request, to each of the other Purchasers) (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to time, such other information concerning the Company as CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBCSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (ef) 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. (fg) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, 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 listing qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB CSFBC designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented any expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Company and the other 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 it 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 of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities (which term is not intended to include bank or similar financing) issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, except for the Exchange Securities. The Company 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees Guarantors, jointly and severally, agree with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s 's consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s 's consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests. 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, to each of the other Purchasers) , 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 Purchasers all such documents. (c) The Company 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 CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of the Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors Guarantors, jointly and severally, will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, 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 and, as applicable, the Exchange Securities; (iii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and the Guarantors on the one hand and the Purchasers on the other will each pay half of the travel expenses and any other expenses of the Purchasers and the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Securities. (h) In connection with the offering, until CSFB has notified the Company and the other 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 it 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. (i) For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchasers, none of the Company nor any of the Guarantors will also pay offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, or file with the Purchasers Commission a registration statement under the Act (other than the Exchange Offer Registration Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreement)) relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company or any Guarantor and having a maturity of more than one year from the date of issue; provided that this provision shall not prohibit the issuance of the Exchange Securities. Neither the Company nor any Guarantor will 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 extent incurred byoffer and sale of the Offered Securities. (j) The Company will use its reasonable best efforts to cause the Offered Securities to be eligible for The Portal(SM)

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees Guarantors, jointly and severally, agree with the several Purchasers Initial Purchaser that: (a) The Company will advise CSFB the Initial Purchaser promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s the Initial Purchaser's consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, Initial Purchaser any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB the Initial Purchaser of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s the Initial Purchaser's consent to, nor the Purchasers’ 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 6. (b) The Company will furnish to CSFB the Initial Purchaser copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB the Initial Purchaser reasonably requests. 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, to each of the other Purchasers) Initial Purchaser 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 Purchasers Initial Purchaser all such documents. (c) The Company and the Guarantors 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 CSFB the Initial Purchaser designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the PurchasersInitial Purchaser, provided that neither the Company and the Guarantors nor any Guarantor will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of two years after the Closing Date, the Company will, upon reasonable request, furnish to CSFB, each of the other Purchasers Initial Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Each of the Company and the Guarantors will Guarantors, jointly and severally, agrees to pay all expenses incidental to the performance of its obligations under this Agreement, the Operative Indenture, the Registration Rights Agreement and the Security Documents, including (i) the fees and expenses of the Trustee and its professional advisers; , (ii) all reasonable expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related Offered Securities, the Indenture, the Guarantees, the Security Documents, 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 and, as applicable, the Exchange Securities; , (iii) the cost of listing qualifying the Offered Securities for trading in The PortalSM Market (“"PORTAL”") of The Nasdaq Stock Market, Inc. and any expenses incidental thereto; , (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in as the United States and Canada as CSFB Initial Purchaser designates and the printing of memoranda relating thereto, (viv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (viivi) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the PurchasersInitial Purchaser. The Company and the Guarantors will also pay or reimburse the Purchasers Initial Purchaser for all reasonable travel expenses of the Initial Purchaser and the Company's and the Guarantors' respective officers and employees and any other expenses of the Initial Purchaser and the Company and the Guarantors in connection with attending or hosting meetings with prospective purchasers of the Offered Securities. (h) In connection with the offering, until the Initial Purchaser 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 it 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. (i) For a period of 180 days after the date of the initial offering of the Offered Securities by the Initial Purchaser, the Company and each of the Guarantors will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Company or any Guarantor and having a maturity of more than one year from the date of issue, except issuances of Offered Securities pursuant to the extent incurred byconversion 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 other employee stock options outstanding on the date hereof. Neither the Company nor any Guarantor will 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 to cease to be applicable to the offer and sale of the Securities. (j) The Company will apply the net proceeds from the sale of the Offered Securities to be sold by it hereunder substantially in accordance with the description set forth in the Offering Document under the caption "Use of Proceeds." (k) Except as stated in this Agreement and in the Offering Document, neither the Company, the Guarantors nor any of their respective affiliates have taken, nor will any of them take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company or any of the Guarantors to facilitate the sale or resale of the Offered Securities. Except as permitted by the Securities Act, the Company and the Guarantors will not distribute any offering material in connection with resales of the Offered Securities. (l) The Company and the Guarantors will use their commercially reasonable efforts to permit the Offered Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL and to permit the Offered Securities to be eligible for clearance and settlement through DTC. (m) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that would be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the sale to the Initial Purchaser or the resale of the Offered Securities. (n) The Company and the Guarantors agree to comply with all the terms and conditions of the Operative Documents and all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for "book entry" transfer. (o) The Company and the Guarantors 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 Initial Purchaser's obligations hereunder to purchase the Offered Securities. (p) The Company and the Guarantors shall deliver to the Trustee within 30 days after the Closing Date: (i) appropriately completed copies, which have been duly authorized for filing by the appropriate Person, of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Prior Liens) of any Person in any Collateral described in the Indenture and the Security Documents previously granted by any Person; and (ii) confirmation reasonably satisfactory to the Trustee that the Mortgages have been duly filed and recorded within thirty days following the Closing Date and a policy of title insurance in form and substance reasonably satisfactory to the Initial Purchaser, insuring each Mortgage to be a valid, enforceable and perfected Lien upon all real property described therein, free from all prior Liens except Permitted Prior Liens, for the full amount of the Note Obligations.

Certain Agreements of the Company and the Guarantors. Each of the The Company and agrees, and, as applicable, the Guarantors agrees agree, with the several Purchasers Purchaser that: (a) The Company will advise CSFB Credit Suisse promptly of any proposal to amend or supplement the Preliminary Offering Circular or Final Offering Circular and will not effect such amendment or supplementation without CSFBCredit Suisse’s consent, which consent shall not be unreasonably withheld. If, If at any time prior to the completion of the resale of the Offered Securities by the PurchasersPurchaser, any there occurs an event occurs or development as a result of which any document included in the Preliminary Offering Circular as then amended or supplemented Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at such time, not misleading, or if it is necessary at any such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB Credit Suisse of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFBCredit Suisse’s consent to, nor the Purchasers’ 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 6. The first sentence of this subsection does not apply to statements in or omissions from any document in the Preliminary Offering Circular or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material made in reliance upon and in conformity with written information furnished to the Company by Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. (b) The Company will furnish to CSFB Credit Suisse copies of any the Preliminary Offering Circular, each other document comprising a part of the General Disclosure Package, the Final Offering Circular and Circular, all amendments and supplements to such documentsdocuments and each item of Supplemental Marketing Material, in each case as soon as available and in such quantities as CSFB Credit Suisse reasonably requests. 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, to each of the other Purchasers) Credit Suisse 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 Purchasers Purchaser all such documents. (c) The Company 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 CSFB Credit Suisse designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the PurchasersPurchaser, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of two years after the Closing Date, the Company will, upon reasonable request, furnish to CSFB, each of the other Purchasers Credit Suisse and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, the Preliminary Offering Document and Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material 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 listing qualifying the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB Credit Suisse designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Preliminary Offering Document Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the PurchasersPurchaser. (h) In connection with the offering, until Credit Suisse 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 it 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. (i) For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchaser, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse. The Company and Guarantors will also pay not at any time offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the Purchasers (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 extent incurred byoffer and sale of the Offered Securities.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees agree with the several Purchasers that: (a) The Company will advise CSFB CSFBC promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, CSFBC's consent which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company promptly will notify CSFB CSFBC of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s CSFBC's consent to, nor the 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 6. (b) The Company will promptly furnish to CSFB CSFBC copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably CSFBC requests, and the Company will furnish to CSFBC 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 independent accountants' reports therein manually signed by such independent accountants. At any time while any of the Securities remain outstanding 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 CSFBC (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company and the Guarantors 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 CSFB CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBCSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company and each Guarantor 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. (f) During the period of two years after the Closing Date, neither the Company nor any Guarantor will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee Wachovia and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, 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 listing the Offered Securities and qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB CSFBC designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. Such amount may be deducted from the purchase price for the Offered Securities set forth in Section 3 hereof. (h) In connection with the offering, until CSFBC shall have notified the Company and the other 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 it 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. (i) For a period of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, without the prior written consent of the Purchasers, the Company or any Guarantor will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Company or any Guarantor and having a maturity of more than one year from the date of issue 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. None of the Company, the Guarantors and any of their respective affiliates will 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and each of the Guarantors agrees with the several Purchasers that: (a) The Company will advise CSFB CSFBC promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, CSFBC's consent (which consent shall will not be unreasonably withheld) until the offering of the Offered Securities is complete. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company promptly will notify CSFB CSFBC of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s CSFBC's consent to, nor the 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 6. (b) The Company will furnish to CSFB CSFBC copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably CSFBC requests, and the Company will furnish to CSFBC on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Company. 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 CSFBC (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company and the Guarantors will arrange for the qualification of the Offered Securities and the Guarantees for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFB CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of five years hereafter, the Company and CSK will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company and CSK will furnish to CSFBC and, upon request, to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement of the Company and CSK filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company and CSK as CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBCSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (ef) During the period of two years after the Closing Date, neither the Company will notnor CSK will, 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. (fg) During the period of two years after the Closing Date, neither the Company nor CSK will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related Offered Securities, the Guarantees, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities Securities, the Guarantees and as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities and the Guarantees for trading in The PortalSM Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities Securities, the Guarantees or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB CSFBC designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (viivi) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Company and the other 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 it 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) Except for the sale by the Company of the Convertible Debentures (as defined below), from the date hereof through the Closing Date, each of the Company and the Guarantors will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Company or any Guarantor and having a maturity of more than one year from the date of issue of the Offered Securities. Each of the Company and the Guarantors 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. (k) The Company and the Guarantors will use their respective best efforts to effect the inclusion of the Offered Securities and the Subsidiary Guarantees in PORTAL and to maintain the listing of the Offered Securities and the Subsidiary Guarantees on PORTAL for so long as the Offered Securities are outstanding. (l) The Company and the Guarantors will obtain the approval of DTC for "book-entry" transfer of the Offered Securities and the Subsidiary Guarantees and will comply with all of their respective agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities and the Subsidiary Guarantees by DTC for "book-entry" transfer. (m) Neither the Company nor any Guarantor will voluntarily claim, and each will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Offered Securities and the related Subsidiary Guarantees. (n) The Company and the Guarantors will comply with all of their respective agreements set forth in the Registration Rights Agreement. (o) The Company and the Guarantors will use their respective best efforts to 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 delivery of the Offered Securities and the Subsidiary Guarantees. (p) CSK will use its best efforts to cause the holders of its 7% convertible subordinated debentures due December 2006 (the "CONVERTIBLE DEBENTURES") to fully convert such Convertible Debentures into shares of CSK common stock as promptly as practicable following the Closing Date.

Certain Agreements of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally agrees with the several Purchasers Purchaser that: (a) The Company will advise CSFB the Purchaser promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, the Purchaser's consent (which consent shall will not be unreasonably withheld), unless the Company determines that it must do so to avoid a violation of applicable law. If, at any time prior to the completion of the resale of the Offered Securities by the PurchasersPurchaser, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB the Purchaser of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s the Purchaser's consent to, nor the Purchasers’ 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 6. (b) The Company will furnish to CSFB the Purchaser copies of any Preliminary Offering Circular, the Offering Circular Document and all amendments and supplements to such documentsdocument, in each case as soon as available and in such quantities as CSFB reasonably the Purchaser requests, and the Company will furnish to the Purchaser 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 independent accountants' report therein manually signed by such independent accountants. 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, to each of the other Purchasers) Purchaser and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and prospective 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 or the Guarantors will pay the expenses of printing and distributing to the Purchasers Purchaser all such documents. (c) The Company 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 CSFB the Purchaser designates and will continue such qualifications or determinations in effect so long as required for the resale of the Offered Securities by the Purchasers, Purchaser provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation, to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so to subject or (iii) subject themselves itself to taxation in excess of a nominal dollar amount in any such jurisdiction where they are it is not now then so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities ActAct and including, without limitation, the Guarantors) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, none of the Company Company, any of the Guarantors or any of their subsidiaries will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental incident to the performance of its their respective obligations under this Agreement, the Operative DocumentsIndenture, including the Pledge Agreements and the Registration Rights Agreement, including: (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Exchange Securities, the Indenture, the Pledge Agreements, the Offering Document and any amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and and, as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities for trading in The PortalSM Market of The Nasdaq Stock Market, Inc. (“"PORTAL”") and any expenses incidental thereto; , (iv) the cost of any advertising approved by the Company or any Guarantor in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB the Purchaser designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented all expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the PurchasersPurchaser and (viii) all travel expenses of the Purchaser and the officers and employees of the Company and any of the Guarantors and any other expenses of the Purchaser, the Company or any of the Guarantors in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchaser. (h) In connection with the offering, until the Purchaser shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates (including the Guarantors) 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 (including the Guarantors) has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates (including the Guarantors) 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. (i) For a period of 180 days after the date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration under the Securities Act relating to, any U.S. dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose its intention to make any such offer, sale, contract, pledge, disposition or filing, without the prior written consent of the Purchaser. The Company and Guarantors will also pay not at any time offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract, pledge or disposition would cause the Purchasers (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 extent incurred byoffer and sale of the Offered Securities. (j) The proceeds of the offering of the Offered Securities will be applied as set forth under "Use of Proceeds" in the Offering Document.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees agree with the several Purchasers that: (a) The Company and the Guarantors will advise CSFB CSFBC promptly of any proposal to amend or supplement the Offering Circular and Document and, except as contemplated by the next sentence, will not effect such amendment or supplementation without CSFB’s consent, which the consent shall not be unreasonably withheldof the Representatives. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company and the Guarantors promptly will notify CSFB the Representatives of such event and promptly will prepare, at its their own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s the Representatives' consent to, nor the 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 6. (b) The Company and the Guarantors will furnish to CSFB the Representatives copies of any the Preliminary Offering Circular, the Offering Circular and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB the Representatives shall reasonably requestsrequest, and the Company and the Guarantors will furnish to the Representatives 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 independent accountants' reports therein manually signed by such independent accountants. 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 the Representatives (and, upon written request, to each of the other Purchasers) and, upon written 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 Securities under Rule 144A. the Company will pay the expenses of printing and distributing to the Purchasers all such documents. (c) The Company and the Guarantors 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 CSFB designates the Representatives designate and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that neither the Company nor any Guarantor will be required to qualify as a foreign corporation or to file a general consent to service of process or taxation in any such state. (d) For so long as any of the Securities are outstanding, the Company and the Guarantors will not be furnish to the Representatives and, upon written request, to each of the other Purchasers copies of all reports, notices or communications that are required to (i) qualify be filed with the Commission pursuant to do business the Securities Act, the Exchange Act or the Indenture by the deadlines specified in any jurisdiction they are not now so qualified, (ii) take any action that would subject them to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectIndenture. (de) During the period of two years after the Closing Date, the Company and the Guarantors will, upon request, furnish to CSFBthe Representatives, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (ef) During the period of two years after the Closing Date, the Company and the Guarantors will not, and will not permit any of its their respective 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. (fg) During the period of two years after the Closing Date, the Company and the Guarantors will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, 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 listing the Offered Securities and qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates the Representatives reasonably designate and the printing of memoranda relating thereto, (viv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (viivi) for reasonable and documented expenses incurred in distributing preliminary offering circulars the Preliminary Offering Circular and the Offering Document Circular (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all reasonable travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. In addition to any expenses, the Company will pay $50,000 to each of the Representatives on the Closing Date as consideration for their role as Representatives. Except as otherwise contained herein, the Purchasers shall bear all of their expenses related to the transactions contemplated hereby. (i) In connection with the offering, until the Representatives shall have notified the Company and the other 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 it 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and agrees, and, as applicable, the Guarantors agrees agree, with the several Purchasers Purchaser that: (a) The Company will advise CSFB the Purchaser promptly of any proposal to amend or supplement the Preliminary Offering Circular Memorandum, Final Offering Memorandum or General Disclosure Package and will not effect such amendment or supplementation without CSFBthe Purchaser’s consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale Exempt Resales of the Offered Securities by the PurchasersPurchaser, any there occurs an event occurs or development as a result of which any document included in the Preliminary Offering Circular Memorandum, Final Offering Memorandum, or the General Disclosure Package as then amended or supplemented supplemented, included or would include an untrue statement of a material fact or omitted or would 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB the Purchaser of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFBthe Purchaser’s consent to, nor the Purchasers’ Purchaser’s delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 67. The first sentence of this subsection does not apply to statements in or omissions from the Preliminary Offering Memorandum, Final Offering Memorandum or the General Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Purchaser specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. (b) The Company will furnish to CSFB the Purchaser copies of any the Preliminary Offering CircularMemorandum, each other document comprising a part of the General Disclosure Package, the Final Offering Circular Memorandum, and all amendments and supplements to such documentsthereto, in each case as soon as available practicable and in such quantities as CSFB the Purchaser reasonably requests. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for so long as any Offered Securities remain outstanding that are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, the Company will promptly furnish or cause to be furnished to CSFB (and, upon request, to each of the other Purchasers) Purchaser 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 Purchasers Purchaser all such documents. (c) The Company will arrange apply the net proceeds from the sale of the Offered Securities as set forth under “Use of Proceeds” in the General Disclosure Package and the Final Offering Memorandum. (d) For so long as any of the Offered Securities remain outstanding, the Company will furnish to the Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Offered Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company with the Commission or any national securities exchange on which any class of securities of the Company may be listed (it being understood and agreed that any reports or financial statements filed with the Commission and available through the Commission’s Next Generation XXXXX System shall be deemed to have been furnished to the Purchaser pursuant to this clause (d)). (e) None of the Company or any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that could be integrated with the sale of the Offered Securities in a manner which would require the registration under the Act of the Offered Securities. (f) The Company will use its commercially reasonable efforts to permit the Offered Securities to be eligible for clearance and settlement through The Depository Trust Company. (g) The Company will cooperate with the Purchaser and counsel for the qualification of Purchaser to qualify or register the Offered Securities for sale and under (or obtain exemptions from the determination of their eligibility for investment under application of) the applicable securities laws of such states and other jurisdictions in (domestic or foreign) as the United States and Canada as CSFB Purchaser designates and will continue such qualifications qualifications, registrations, and exemptions in effect so long as required for the resale Exempt Resales of the Offered Securities by the PurchasersPurchaser; provided, provided however, that none of the Company and nor the Guarantors will not shall be required obligated to (i) qualify or register as a foreign corporation or as a dealer in securities or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them it to general service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are it is not now so subjectpresently qualified or registered or where it would be subject to taxation, and provided, further, that none of the Company or the Guarantors will be required to file a registration statement or prospectus except as contemplated by the Registration Rights Agreement or the Existing Registration Rights Agreement. (dh) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (ei) None of the Company or the Subsidiaries is, or immediately after the sale of the Offered Securities to be sold hereunder and the application of the proceeds from such sale (as described in the General Disclosure Package and the Final Offering Memorandum under the caption “Use of Proceeds”) will be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (j) During the period of two years one year after the Closing DateDate (or such shorter period as may be provided for in Rule 144 under the Securities Act, as the same may be in effect from time to time), 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 constitute “restricted securities” that have been reacquired by any of them. (f) During , except pursuant to an effective registration statement under the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Securities Act. (gk) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Preliminary Offering Document and Memorandum, any other documents comprising any part of the General Disclosure Package, the Final Offering Memorandum, all amendments and supplements thereto, each item of Supplemental Marketing Material 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 listing the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (viv) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the state securities laws of such jurisdictions in the United States and Canada as CSFB the Purchaser designates and the printing of memoranda relating thereto, ; (viv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (viivi) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Preliminary Offering Document Memorandum, any other documents comprising any part of the General Disclosure Package, the Final Offering Memorandum (including any amendments and supplements thereto) and any Supplemental Marketing Material to the PurchasersPurchaser. The Except as otherwise expressly provided in this Agreement, the Purchaser shall pay their own costs and expenses, including the costs and expenses of their counsel and any transfer taxes on the Offered Securities they may sell. (l) In connection with the offering, until the Purchaser shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any Guarantor, will permit its affiliates (as defined in Rule 144 of the Securities Act) to, either alone or with one or more other persons, bid for or purchase for any account in which the Company or any Guarantor or any of their affiliates has a beneficial interest in any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither the Company nor any Guarantor will, and the Company will not permit its affiliates (as defined in Rule 144 of the Securities Act) to, make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (m) For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchaser, neither the Company nor any Guarantor will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act (other than (i) the Exchange Offer Registration Statement or the Shelf Registration Statement or (ii) any registration statement contemplated by the Existing Registration Rights Agreement, in each case) relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and Guarantors having a maturity of more than one year from the date of issue (other than (i) the Exchange Securities, (ii) the securities to which any registration statement contemplated by the Existing Registration Rights Agreement relates, or (iii) any amendment to or increase in the Company’s or any of its subsidiaries’ bank lending facilities, including its senior secured credit facility), without the prior written consent of the Purchaser. Neither the Company nor any Guarantor will also pay at any time offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the Purchasers (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 extent incurred byoffer and sale of the Offered Securities.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees with the several Purchasers thatagree: (a) The To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) 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 any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed 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 filed by the Company will 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 Securities Act Regulations) is required in connection with the offering or sale of the Securities; to advise CSFB the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any proposal stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus, or any other prospectus in respect of the 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 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 amend or supplement use its best efforts to obtain the Offering Circular withdrawal of such 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 will not effect the offering thereof, in a final form approved by the Representatives, and to file such amendment or supplementation without CSFB’s consent, which consent shall not be unreasonably withheld. 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 prior to the completion filing of the resale of Prospectus pursuant to Rule 424(b) under the Offered Securities by the PurchasersAct Regulations, any event occurs events shall have occurred as a result of which the Offering Circular 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 (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 and, if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were 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 during such time period to amend or supplement the Offering Circular Prospectus in order to comply with the Securities Act, to notify promptly the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any applicable law, dealer in Securities as many written and electronic copies as the Company promptly will notify CSFB Representatives may from time to time reasonably request of such event and promptly will prepare, at its own expense, an amendment amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. Neither CSFB’s consent to, nor the Purchasers’ delivery and in case any Underwriter is required by law, rule or regulation to offerees deliver a prospectus (or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circularlieu thereof, the Offering Circular and all amendments and supplements notice referred to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests. 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, to each of the other Purchasers) 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)(4173(a) under the Securities Act (or any successor provision theretoRegulations) in order to permit compliance with Rule 144A in connection with resales by such holders sales of any of the Offered Securities. The Company will pay Securities at any time nine months or more after the expenses time of printing issue of the Prospectus, upon the request of the Representatives but at the expense of such Underwriter, to prepare and distributing deliver to such Underwriter as many written and electronic copies as the Purchasers all such documentsRepresentatives may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. (ce) The Company will arrange for Promptly from time to time, to take such action as the qualification of Representatives may reasonably request to qualify the Offered Securities for offering and sale and the determination of their eligibility for investment 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 the United States and Canada such jurisdictions for as CSFB designates and will continue such qualifications in effect so long as required for may be necessary to complete the resale distribution of the Offered Securities by the PurchasersSecurities, provided that in connection therewith the Company and the Guarantors will shall not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of themjurisdiction. (f) During As soon as practicable, to make generally available to the period securityholders of two years the Parent within the required time periods after the Closing Dateeffective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) under the Securities Act Regulations), an earnings statement of the Company will Parent and its consolidated subsidiaries (which need not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under audited) complying with the provisions of Section 8 11(a) of the Investment Company ActSecurities Act and the Securities Act Regulations (including Rule 158 under the Securities Act Regulations). (g) The During the period beginning on the date hereof and continuing to and including the 30 days following the Delivery Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities 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 Guarantors will pay all expenses incidental Parent in the ordinary course of business) or publicly announce an intention to effect any such transaction. (h) To use the performance net proceeds received by it from the sale of its obligations the Securities pursuant to this Agreement in the manner specified in the Time of Sale Prospectus under this Agreement, the Operative Documents, including 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 fees and expenses price of any security of the Trustee 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 its professional advisers; (ii) perform all expenses in connection with things required to be done or performed under this Agreement by the execution, issue, authentication, packaging Company or any of the Guarantors prior to the Delivery Date and initial to satisfy all conditions precedent to the delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative Documents, the related Guarantees, 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 listing the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred by.

Certain Agreements of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally agrees with the several Purchasers Purchaser that: (a) The Company will advise CSFB the Purchaser promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFBthe Purchaser’s consent, consent (which consent shall will not be unreasonably withheld), unless the Company determines that it must do so to avoid a violation of applicable law. If, at any time prior to the completion of the resale of the Offered Securities by the PurchasersPurchaser, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB the Purchaser of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFBthe Purchaser’s consent to, nor the Purchasers’ 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 6. (b) The Company will furnish to CSFB the Purchaser copies of any Preliminary Offering Circular, the Offering Circular Document and all amendments and supplements to such documentsdocument, in each case as soon as available and in such quantities as CSFB reasonably the Purchaser requests, and the Company will furnish to the Purchaser 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 independent accountants’ report therein manually signed by such independent accountants. 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, to each of the other Purchasers) Purchaser and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and prospective 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 or the Guarantors will pay the expenses of printing and distributing to the Purchasers Purchaser all such documents. (c) The Company 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 CSFB the Purchaser designates and will continue such qualifications or determinations in effect so long as required for the resale of the Offered Securities by the Purchasers, Purchaser provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation, to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so to subject or (iii) subject themselves itself to taxation in excess of a nominal dollar amount in any such jurisdiction where they are it is not now then so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities ActAct and including, without limitation, the Guarantors) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, none of the Company Company, any of the Guarantors or any of their subsidiaries will not be or become, an open-open end investment company, unit investment trust or face-face amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental incident to the performance of its their respective obligations under this Agreement, the Operative DocumentsIndenture, including the Pledge Agreements and the Registration Rights Agreement, including: (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Exchange Securities, the Indenture, the Pledge Agreements, the Offering Document and any amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and and, as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities for trading in The PortalSM Portalsm Market of The Nasdaq Stock Market, Inc. (“PORTAL”) and any expenses incidental thereto; , (iv) the cost of any advertising approved by the Company or any Guarantor in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB the Purchaser designates and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented all expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the PurchasersPurchaser and (viii) all travel expenses of the Purchaser and the officers and employees of the Company and any of the Guarantors and any other expenses of the Purchaser, the Company or any of the Guarantors in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchaser. (h) In connection with the offering, until the Purchaser shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates (including the Guarantors) 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 (including the Guarantors) has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates (including the Guarantors) 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. (i) For a period of 180 days after the date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration under the Securities Act relating to, any U.S. dollar denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose its intention to make any such offer, sale, contract, pledge, disposition or filing, without the prior written consent of the Purchaser. The preceding sentence shall not apply to (i) any amendment to or increase of the Company’s bank lending facilities or (ii) the registrations contemplated by the Registration Rights Agreement. The Company and Guarantors will also pay not at any time offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract, pledge or disposition would cause the Purchasers (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 extent incurred byoffer and sale of the Offered Securities. (j) The proceeds of the offering of the Offered Securities will be applied as set forth under “Use of Proceeds” in the Offering Document.

Certain Agreements of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally agrees with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s 's consent, which consent shall not be unreasonably withheldwithheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s 's consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests. At any time when the Offered Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and the Company or any Guarantor is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company 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 CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate or other jurisdiction. (d) During the period prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, the Company will furnish to CSFB and, upon request, to each of the other Purchasers, (i) as soon as available, a copy of each report or other document furnished to the Commission pursuant to Rule 12g3-2(b) under the Exchange Act, and (ii) from time to time, such other information concerning the Company as CSFB may reasonably request, which such other information shall be kept confidential by the Purchaser to the extent so requested by the Company. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (ef) During the period of two years after the Closing Date, none of the Company will notor the Guarantors will, and none of them 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. (fg) During the period of two years after the Closing Date, none of the Company or the Guarantors will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Company and the Guarantors will pay all expenses (together with VAT where applicable) incidental to the performance of its the obligations of the Company and the Guarantors under this Agreement, the Indenture, the Registration Rights Agreement and the other Operative Documents, Documents including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, 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 listing the Offered Securities and qualifying the Offered Securities for trading in The PortalSM Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and ; (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers; and (viii) the fees and expenses of the Trustee and Collateral Agent associated with the recording and perfection of security interests pursuant to the Security Documents and the fees of the Collateral Agent under the Security Documents (including the fees and expenses of professional advisors to the Trustee and Collateral Agent). The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFB shall have notified the Company and the Guarantors and the other Purchasers of the completion of the resale of the Offered Securities, none of the Company, the Guarantors, or any of their respective 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 it 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. Upon request from the Company, CSFB agrees to give such notice promptly upon completion of the resale. (j) For a period of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, none of the Company or Guarantors will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantors and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFB (which shall not be unreasonably withheld or delayed), except (i) promissory notes or other debt securities issued or guaranteed in immaterial amounts in the ordinary course of business or (ii) issuances of Exchange Securities pursuant to the Registration Rights Agreement. The Company 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors each Guarantor, jointly and severally, agrees with the several Purchasers Underwriters that it will furnish to counsel for the Underwriters, one signed copy of the registration statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Offered Securities: (a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the Lead Underwriter, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Company will advise CSFB the Lead Underwriter promptly of any proposal to amend or supplement the Offering Circular Registration Statement or the Prospectus and will not effect afford the Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Lead Underwriter promptly of the filing of any such amendment or supplementation without CSFB’s consentsupplement 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, which consent shall not be unreasonably withheld. if issued. (c) If, at any time prior when a prospectus relating to the completion of the resale of the Offered Securities is required to be delivered under the Act in connection with sales by the Purchasersany Underwriter or dealer, any event occurs as a result of which the Offering Circular Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Offering Circular Prospectus to comply with any applicable lawthe Act, the Company promptly will notify CSFB the Lead Underwriter of such event and will promptly will prepareprepare and file with the 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 CSFB’s the Lead Underwriter's consent to, nor the Purchasers’ Underwriters' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 65 hereof. (bd) As soon as practicable, but not later than 16 months, after the date of each Terms Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Section 11(a) of the Act. (e) The Company will furnish to CSFB the Representatives copies of the Registration Statement, including all exhibits, any Preliminary Offering Circularrelated preliminary prospectus, any related preliminary prospectus supplement, the Offering Circular Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB the Lead Underwriter reasonably requests. 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, to each of the other Purchasers) 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 Purchasers Underwriters all such documents. (cf) The Company 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 as the United States and Canada as CSFB Lead Underwriter designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectdistribution. (dg) During the period of two five years after the Closing Datedate of any Terms Agreement, the Company willwill furnish to the Representatives and, upon request, furnish to CSFB, each of the other Purchasers and any holder Underwriters, if any, as soon as practicable after the end of Offered Securities each fiscal year, a copy of its annual report to stockholders for such year; and the restrictions on transfer applicable Company will furnish to the Offered SecuritiesRepresentatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Lead Underwriter may reasonably request. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Company and the Guarantors will pay all expenses incidental incident to the performance of its obligations under the Terms Agreement (including the provisions of this Agreement, the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative Documents, the related Guarantees, 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 listing the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented filing fees or other expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in as the United States and Canada as CSFB designates Lead Underwriter may designate and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, for any applicable filing fee incident to, and (vii) the reasonable fees and disbursements of counsel for reasonable the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, for any travel expenses of the Company's officers and documented employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and for expenses incurred in distributing the Prospectus, any preliminary offering circulars and the Offering Document (including prospectuses, any preliminary prospectus supplements or any other amendments and or supplements thereto) to the Purchasers. The Prospectus to the Underwriters. (i) Neither the Company nor any Guarantor will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Company and Guarantors will also pay having a maturity of more than one year from the date of issue, or reimburse publicly disclose the Purchasers (intention to make any such offer, sale, pledge, disposition or filing, without the extent incurred byprior written consent of the Lead Underwriter for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees Guarantors, jointly and severally, agree with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests. 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, to each of the other Purchasers) , 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 Purchasers all such documents. (c) The Company 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 CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of the Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors Guarantors, jointly and severally, will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsFirst Supplemental Indenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the First Supplemental Indenture, 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 and, as applicable, the Exchange Securities; (iii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and the Guarantors on the one hand and the Purchasers on the other will each pay half of the travel expenses and any other expenses of the Purchasers and the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Securities. (h) In connection with the offering, until CSFB has notified the Company and the other 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 it 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. (i) For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchasers, none of the Company nor any of the Guarantors will also pay offer, sell, contract to sell, pledge or reimburse otherwise dispose of, directly or indirectly, or file with the Purchasers Commission a registration statement under the Act (other than the Exchange Offer Registration Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreement)) relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company or any Guarantor and having a maturity of more than one year from the date of issue; provided that this provision shall not prohibit the issuance of the Exchange Securities. Neither the Company nor any Guarantor will 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 extent incurred byoffer and sale of the Offered Securities. (j) The Company will use its reasonable best efforts to cause the Offered Securities to be eligible for The PortalSM Market. (k) The Fourth Amendment to the Second Amended and Restated Credit Agreement shall be in full force and effect.

Certain Agreements of the Company and the Guarantors. Each of the The Company and the Guarantors agrees agree with the several Purchasers that: (a) The Company will advise CSFB CSFBC promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s CSFBC's consent, which consent shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the PurchasersPurchasers but in no event later than six months after the date of the Offering Circular, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB CSFBC of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s CSFBC's consent to, nor the 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 6. (b) The Company will furnish to CSFB CSFBC copies of any each of the Preliminary Offering Circular, Circular and the Offering Circular and all amendments and supplements to such documentsthereto, in each case as soon as available and in such quantities as CSFB CSFBC reasonably requests. 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 CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and prospective 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 Purchasers and any such holders and prospective purchasers all such documents. (c) The Company 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 CSFB CSFBC reasonably designates in consultation with the Company and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business file a general consent to service of process in any jurisdiction they are not now so qualified, (ii) such state or take any action that would subject them it to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) taxation in any jurisdiction where they are it is not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now then so subject. (d) Upon request, during the period of two years hereafter, the Company will furnish to CSFBC and to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any such report is prepared and circulated; and upon request, the Company will furnish to CSFBC and to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBCSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (ef) 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. (fg) During the period of two years after the Closing Date, neither the Company nor any Guarantor will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (gh) The Company and the Guarantors will pay all expenses incidental to the performance of its the obligations of the Company and the Guarantors under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative Documents, the related Guarantees, the Offering Document and any amendments and supplements thereto, and and, as applicable, 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 listing the Offered Securities and qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counselcounsel not to exceed $10,000 and filing fees) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB CSFBC reasonably designates and in consultation with the printing Company and the preparation of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented any expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and the Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Company and the other 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 it 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 of 90 days after the date of the initial offering of the Offered Securities by the Purchasers, none of the Company and its subsidiaries will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar denominated debt securities issued or guaranteed by any of the Company or the Guarantors and having a maturity of more than one year from the date of issue, except for the Exchange Securities to be issued in connection with the Exchange Offer. None of the Company and its subsidiaries will 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and and, as applicable, the Guarantors agrees agree with the several Purchasers that: (a) The Company will advise CSFB Credit Suisse promptly of any proposal to amend or supplement the Preliminary Offering Circular or the Final Offering Circular and will not effect such amendment or supplementation without CSFBCredit Suisse’s consent, which consent shall not be unreasonably withheldwithheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any there occurs an event occurs or development as a result of which the Preliminary Offering Circular as then amended Circular, the Final Offering Circular, any document included within the General Disclosure Package or supplemented any Supplemental Marketing Material included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at such time, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Circular to comply with Circular, the Final Offering Circular, any applicable lawdocument included within the General Disclosure Package or any Supplemental Marketing Material, the Company promptly will notify CSFB Credit Suisse of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFBCredit Suisse’s consent to, nor the 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 67. This subsection does not apply to statements in or omissions from the Preliminary Offering Circular, the Final Offering Circular, any document included within the General Disclosure Package or any Supplemental Marketing Material made in reliance upon and in conformity with written information furnished to the Company by any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. (b) The Company will furnish to CSFB Credit Suisse copies of any the Preliminary Offering Circular, each other document comprising a part of the General Disclosure Package, the Final Offering Circular and Circular, all amendments and supplements to such documentsdocuments and each item of Supplemental Marketing Material, in each case as soon as available and in such quantities as CSFB Credit Suisse may reasonably requestsrequest, and the Company will furnish to Credit Suisse on the date hereof three copies of each of the foregoing documents, one of which in the case of the Preliminary Offering Circular and the Final Offering Circular will include the independent accountants’ reports manually signed by such independent accountants. At any time when neither the Company nor TD Group 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, to each of the other Purchasers) Credit Suisse 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 Purchasers all such documents. (c) The Company will use its commercially reasonable efforts to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under investmentunder the laws of such jurisdictions in the United States and Canada as CSFB designates Credit Suisse may reasonably designate and will use its commercially reasonable efforts to continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will shall not be required obligated to (i) file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified as of the date hereof or to do subject itself to taxation in respect of doing business in any jurisdiction they are in which it is not now so qualified, (ii) take any action that would otherwise subject them to service of process in suits (other than those suits arising out as of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectdate hereof. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers Credit Suisse and Xxxxxx and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, TD Group, the Company and the other Guarantors will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) their subsidiaries to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, neither the Company nor any of the Guarantors will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations and the Guarantors’ obligations under this Agreement, the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisersadvisors; (ii) all expenses incurred by it in connection with the execution, issueissuance, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, the Supplemental Indenture, the Preliminary Offering Document and Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and and, as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any reasonable expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred by the Company in connection with the qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions states in the United States and Canada as CSFB designates Credit Suisse may reasonably designate (subject to the other terms set forth in this Agreement) and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented any expenses incurred in distributing preliminary offering circulars and to the Purchasers the Preliminary Offering Document Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) to the Purchasersand any Supplemental Marketing Material. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all reasonable travel expenses of the Purchasers and the Company’s officers and employees and any other reasonable expenses of the Purchasers and the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Securities. (h) In connection with the offering, until Credit Suisse shall have notified the Company of the completion of the resale of the Offered Securities, none of TD Group, the Company or any of their subsidiaries has or will, either alone or with one or more other persons, bid for or purchase for any account in which TD Group, the Company or any of their subsidiaries has a beneficial interest any Offered Securities ; and neither TD Group, the Company nor any of their subsidiaries 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. (i) The Company will use the net proceeds from the sale of the Offered Securities in substantially the manner described in the Preliminary Offering Circular and the Final Offering Circular under the caption “Use of Proceeds”. (j) Until the consummation of the issue and the purchase of the Offered Securities on the Closing Date pursuant to Section 3 of this Agreement, the Company and the Guarantors will promptly notify Credit Suisse on behalf of the Purchasers of any amendment, supplementation or waiver of any of the Transaction Documents and, if applicable, will promptly provide Credit Suisse on behalf of the Purchasers and counsel for Credit Suisse photocopies of any such amendments, supplements or waivers.

Certain Agreements of the Company and the Guarantors. Each of the The Company and each of the Guarantors agrees with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, consent (which consent shall will not be unreasonably withheld) until the offering of the Offered Securities is complete. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither CSFB’s consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circularpreliminary offering circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests, 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. 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, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company and the Guarantors will arrange for the qualification of the Offered Securities and the Guarantees for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering or sale of the Offered Securities) in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now so subjectstate. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, neither the Company will notnor CSK will, 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. (f) During the period of two years after the Closing Date, neither the Company nor CSK will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement)Securities, the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related Offered Securities, the Guarantees, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities Securities, the Guarantees and as applicable, the Exchange Securities; (iii) the cost of listing qualifying the Offered Securities and the Guarantees for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities Securities, the Guarantees or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for reasonable and documented the expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company’s officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (h) In connection with the offering, until CSFB shall have notified the Company and the other 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 it 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. (i) From the date hereof through the Closing Date, each of the Company and the Guarantors will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company or any Guarantor and having a maturity of more than one year from the date of issue of the Offered Securities. Each of the Company and the Guarantors 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. (j) The Company and the Guarantors will use their respective best efforts to effect the inclusion of the Offered Securities and the Subsidiary Guarantees in PORTAL and to maintain the listing of the Offered Securities and the Subsidiary Guarantees on PORTAL for so long as the Offered Securities are outstanding. (k) The Company and the Guarantors will obtain the approval of DTC for “book-entry” transfer of the Offered Securities and the Subsidiary Guarantees and will comply with all of their respective agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities and the Subsidiary Guarantees by DTC for “book-entry” transfer. (l) Neither the Company nor any Guarantor will voluntarily claim, and each will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Offered Securities and the related Subsidiary Guarantees. (m) The Company and the Guarantors will comply with all of their respective agreements set forth in the Registration Rights Agreement. (n) The Company and the Guarantors will use their respective reasonable best efforts to 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 delivery of the Offered Securities and the Subsidiary Guarantees. (o) The Company will use the net proceeds received by it from the sale of the Offered Securities in the manner specified in the Offering Circular.

Certain Agreements of the Company and the Guarantors. Each The Company and each of the Company and the Guarantors agrees severally agree with the several Purchasers that: (a) The Prior to the completion of the resale of the Offered Securities by the Purchasers, which shall be evidenced by written notice by CSFB upon request by the Company, the Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s consent, 's consent (which such consent shall not be unreasonably withheld); provided, however, this provision shall not prohibit the Company from complying in a timely manner with its disclosure obligations under applicable securities legislation and the requirements of any relevant stock exchange, with respect to events that occur after the date of this Agreement. If, at any time prior to the earlier of (i) the completion of the resale of the Offered Securities by the Purchasers, which shall be evidenced by written notice by CSFB upon request by the Company and (ii) the effectiveness of the Shelf Registration Statement (as defined in the Registration Rights Agreement), any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular Document to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Upon receipt of a notice pursuant to this Section 5(a), each Purchaser shall forthwith discontinue any use of the Offering Document in connection with the offer or sale of the Offered Securities until such Purchaser has received an amendment or supplement pursuant to this Section 5(a) or until such Purchaser is advised by the Company in writing that the use of the then-exiting Offering Document may be resumed. Neither CSFB’s 's consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests, and the Company will furnish to CSFB on the Closing Date, one copy of the Offering Document certified by a duly authorized officer of the Company. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB upon request (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Each of the Company and the Guarantors will use its reasonable best efforts to arrange for the qualification of the Offered Securities and the Guarantees for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out any such state, which it is not so qualified or to subject itself to taxation in respect of the offering or sale of the Offered Securities) doing business in any jurisdiction where they are in which it is not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now otherwise so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and and, to the best of its ability, 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.it, if after such resale, the Offered Securities would be "restricted securities" as defined in Rule 144A. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses (together with VAT where applicable) incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing by the Company of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related Offered Securities, the Guarantees, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities Securities, the Guarantees and as applicable, the Exchange Securities; (iii) the cost of listing the Offered Securities and qualifying the Offered Securities and Guarantees for trading in The PortalSM Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities Securities, the Guarantees or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates (subject to Section 5(c)) and the printing of memoranda relating thereto, ; (viv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (viivi) for reasonable and documented expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (h) In connection with the offering, until CSFB shall have notified the Company and the other 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 it 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 . (i) Except as contemplated by this Agreement and the Registration Rights Agreement, for a period of 90 days after the date of the initial offering of the Offered Securities by the Purchasers, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFB, which consent shall not be unreasonably withheld or delayed. Each of the Company 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. (j) The Company will indemnify and hold harmless the Purchasers against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Offered Securities and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges imposed under the laws of Canada or the laws of Ontario whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made, except where such deduction or withholding was required because the Purchaser is, or is deemed to be, a resident of Canada, does not deal at arm's length with the Company or has rendered services to the Company in Canada.

Certain Agreements of the Company and the Guarantors. Each of the Company and the Guarantors Guarantors, jointly and severally, agrees with the several Purchasers that: (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s 's consent, which consent shall not be unreasonably withheldwithheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s 's consent to, nor the 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 6. (b) The Company will furnish to CSFB copies of any Preliminary Offering Circular, the Offering Circular and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requests, 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 independent accountants' reports therein manually signed by such independent accountants. 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, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company 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 CSFB designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out any such state or subject itself to taxation in respect of the offering or sale of the Offered Securities) doing business in any jurisdiction where they are it is not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not now then so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative DocumentsIndenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisersadvisors; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesOffered Securities, the Indenture, 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 listing qualifying the Offered Securities for trading in The PortalSM Portal(SM) Market (“"PORTAL”") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, ; (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates and the printing of memoranda relating thereto, ; (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (vii) for reasonable and documented expenses incurred in distributing preliminary offering circulars Preliminary Offering Circulars and the Offering Document Circular (including any amendments and supplements thereto) to the Purchasers. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred byby them) for all travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers; provided that the Purchasers and the Company shall be responsible for 75% and 25%, respectively, of all expenses related to the charter of aircraft in connection with attending or hosting such meetings. (h) In connection with the offering, until CSFB shall have notified the Company and the other 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 it 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. (i) For a period of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act (except with respect to the Offered Securities as contemplated by the Registration Rights Agreement) relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFB. The Company 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.

Certain Agreements of the Company and the Guarantors. Each of the The Company and each of the Guarantors agrees with the several Purchasers that: (a) The Company will advise CSFB the Representatives promptly of any proposal to amend or supplement the Offering Circular Document and will not effect such amendment or supplementation without CSFB’s the Representatives' consent, which consent shall will not be unreasonably withheldwithheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Circular 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 such time to amend or supplement the Offering Circular to comply with any applicable law, the Company promptly will notify CSFB the Representatives of such event (whereupon the Purchasers shall promptly cease using the Offering Document) and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither CSFB’s the Representatives' consent to, nor the 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 6. (b) The Company will furnish to CSFB the Representatives copies of any Preliminary Offering Circular, the Offering Circular Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFB reasonably requeststhe Representatives request, and the Company will furnish to each of the Representatives on the date hereof one copy of the Offering Document signed by a duly authorized officer of the Company. 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 the Representatives (and, upon request, to each of the other Purchasers) 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 Purchasers all such documents. (c) The Company 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 CSFB designates the Representatives designate and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company and the Guarantors will not be required to (i) qualify as a foreign corporation or to do business in any jurisdiction they are not now so qualified, (ii) take any action that would subject them file a general consent to service of process in suits (other than those suits arising out of the offering any such state or sale of the Offered Securities) subject itself to taxation in any jurisdiction where they are not now so subject or (iii) subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are it is not now so subject. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBthe Representatives, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, neither the Company nor any Guarantor will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) The Company will use the proceeds received from the sale of the Securities in the manner specified in the Final Offering Document under the caption "Use of Proceeds." (h) The Company will obtain the approval of DTC for "book-entry" transfer of the Notes, and comply with all of the agreements set forth in the representations letters of the Company to DTC relating to the approval by DTC of the Notes for "book-entry" transfer. (i) The Company and the Guarantors will pay all expenses incidental to the performance of its obligations under this Agreement, the Operative Documents, Indenture and the Registration Rights Agreement including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the Guarantees and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Operative DocumentsRegistration Rights Agreement, the related GuaranteesIndenture, the Securities, the Preliminary Offering Document, 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 listing the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFB designates the Representatives designate, subject to the limitations set forth in Section 5(c), and the printing of memoranda relating thereto, (viiv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, (v) the fees and expenses of their legal counsel and accountants, (vi) all expenses incurred in connection with the performance by the Company and the Guarantors of their obligations under the Registration Rights Agreement; and (vii) for reasonable and documented any expenses incurred in distributing preliminary offering circulars and the Preliminary Offering Document or the Offering Document (including any amendments and supplements thereto) to the Purchasers. The . (j) In connection with the offering, until the Representatives shall have notified the Company and Guarantors the other Purchasers of the completion of the resale of the Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Securities or attempt to induce any person to purchase any Securities; and neither it nor any of its affiliates will also pay make bids or reimburse purchases for the Purchasers purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (k) Neither the Company nor any affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the extent incurred bySecurities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.